☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
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68-0370244
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Large Accelerated Filer ☐
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Accelerated Filer ☐
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Non-Accelerated Filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☑
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Page
|
|||
PARTI. FINANCIAL INFORMATION
|
|||
Item 1.
|
Condensed Financial Statements (Unaudited)
|
||
3
|
|||
4
|
|||
5
|
|||
6
|
|||
Item 2.
|
17
|
||
Item 3.
|
26
|
||
Item 4.
|
27
|
||
PART II. OTHER INFORMATION
|
|||
Item 1.
|
28
|
||
Item 1A.
|
28
|
||
Item 2.
|
39
|
||
Item 3.
|
40
|
||
Item 4.
|
40
|
||
Item 5.
|
40
|
||
Item 6.
|
40
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||
40
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June 30,
2015
|
March 31,
2015 *
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
6,084
|
$
|
7,521
|
||||
Accounts receivable
|
192
|
88
|
||||||
Prepaid expenses and other current assets
|
165
|
91
|
||||||
Total current assets
|
6,441
|
7,700
|
||||||
Property and equipment, net
|
107
|
106
|
||||||
Intangible assets, net
|
441
|
501
|
||||||
Goodwill
|
603
|
603
|
||||||
Investments
|
818
|
399
|
||||||
Total assets
|
$
|
8,410
|
$
|
9,309
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
420
|
$
|
529
|
||||
Promissory notes payable and interest, current
|
208
|
208
|
||||||
Deferred revenue
|
210
|
104
|
||||||
Total current liabilities
|
838
|
841
|
||||||
Deferred tax liability
|
172
|
195
|
||||||
Promissory notes payable
|
333
|
325
|
||||||
Other long-term liabilities
|
12
|
12
|
||||||
Total liabilities
|
1,355
|
1,373
|
||||||
Commitments and contingencies (Note 6)
|
||||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued and outstanding
|
--
|
--
|
||||||
Common stock, $0.01 par value; 50,000,000 shares authorized; 10,487,373 and 10,469,120 shares issued and outstanding as of June 30, 2015, and March 31, 2015, respectively
|
105
|
105
|
||||||
Additional paid-in capital
|
141,129
|
141,084
|
||||||
Accumulated other comprehensive income
|
419
|
-
|
||||||
Accumulated deficit
|
(134,598
|
)
|
(133,253
|
)
|
||||
Total stockholders’ equity
|
7,055
|
7,936
|
||||||
Total liabilities and stockholders’ equity
|
$
|
8,410
|
$
|
9,309
|
Three Months Ended
June 30,
|
||||||||
2015
|
2014
|
|||||||
Revenue
|
$
|
108
|
$
|
64
|
||||
Cost of revenue
|
26
|
18
|
||||||
Gross profit
|
82
|
46
|
||||||
Operating expenses:
|
||||||||
Engineering
|
549
|
542
|
||||||
Research and development
|
21
|
50
|
||||||
Sales and marketing
|
110
|
80
|
||||||
General and administrative
|
753
|
644
|
||||||
Total operating expenses
|
1,433
|
1,316
|
||||||
Operating loss
|
(1,351
|
)
|
(1,270
|
)
|
||||
Other income (expense)
|
(7
|
)
|
7
|
|||||
Loss before income tax benefit
|
(1,358
|
)
|
(1,263
|
)
|
||||
Income tax benefit
|
(13
|
)
|
(15
|
)
|
||||
Net loss
|
(1,345
|
)
|
(1,248
|
)
|
||||
Other comprehensive income
|
419
|
--
|
||||||
Comprehensive loss
|
$
|
(926
|
)
|
$
|
(1,248
|
)
|
||
Net loss per share
|
||||||||
Basic and diluted
|
$
|
(0.13
|
)
|
$
|
(0.61
|
)
|
||
Weighted-average shares used in per share computation:
|
||||||||
Basic and diluted
|
10,485
|
2,032
|
Three Months Ended
June 30,
|
||||||||
2015
|
2014
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(1,345
|
)
|
$
|
(1,248
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Stock based compensation expense
|
36
|
94
|
||||||
Depreciation
|
10
|
9
|
||||||
Loss on disposal of property and equipment
|
4
|
--
|
||||||
Amortization of intangible assets
|
60
|
52
|
||||||
Accrued interest on convertible note receivable
|
--
|
(9
|
)
|
|||||
Deferred taxes
|
(23
|
)
|
(21
|
)
|
||||
Accrued interest on promissory note payable
|
8
|
2
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(104
|
)
|
24
|
|||||
Prepaid expenses and other current assets
|
(74
|
)
|
(63
|
)
|
||||
Deferred financing costs
|
--
|
162
|
||||||
Accounts payable and accrued expenses
|
(100
|
)
|
191
|
|||||
Deferred revenue
|
106
|
79
|
||||||
Current assets and liabilities from discontinued operations, net
|
-
|
(5
|
)
|
|||||
Net cash used in operating activities
|
(1,422
|
)
|
(733
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Acquisition of property and equipment
|
(15
|
)
|
(13
|
)
|
||||
Net cash used in investing activities
|
(15
|
)
|
(13
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from at-the-market facility
|
--
|
23
|
||||||
Proceeds from sale of common stock, net of expenses of $466
|
--
|
1,361
|
||||||
Net cash provided by financing activities
|
--
|
1,384
|
||||||
Net cash increase/(decrease) in cash and cash equivalents
|
(1,437
|
)
|
638
|
|||||
Cash and cash equivalents, beginning
|
7,521
|
1,430
|
||||||
Cash and cash equivalents, ending
|
$
|
6,084
|
$
|
2,068
|
||||
Supplemental disclosure of non-cash activities:
|
||||||||
Unrealized gain on available-for-sale securities
|
$
|
419
|
$
|
--
|
||||
Over accrued financing costs | $ | 9 |
--
|
1. | Description of Business and Summary of Significant Accounting Policies: |
· | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. |
· | Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. |
· | Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. |
Three Months Ended
June 30,
|
||||||||
2015
|
2014
|
|||||||
Expected life (years)
|
N/A
|
6.0
|
||||||
Volatility
|
N/A
|
|
151.70%
|
|
||||
Risk-free interest rate
|
N/A
|
|
1.62% -1.74%
|
|
||||
Dividend yield
|
N/A
|
|
0%
|
|
||||
Forfeiture rate |
N/A
|
10% |
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term (in Years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Beginning outstanding, March 31, 2015
|
665,058
|
$
|
4.79
|
7.80
|
$
|
67,951
|
||||||||||
Granted
|
--
|
-
|
||||||||||||||
Forfeited
|
(49,938
|
)
|
2.54
|
|||||||||||||
Expired
|
(4,501
|
)
|
25.52
|
|||||||||||||
Ending outstanding, June 30, 2015
|
610,619
|
$
|
4.82
|
7.35
|
$
|
-
|
||||||||||
Ending vested and expected to vest
|
610,474
|
$
|
4.82
|
7.35
|
$
|
-
|
||||||||||
Ending exercisable
|
299,876
|
$
|
8.06
|
5.62
|
$
|
-
|
Range of Exercise Prices
|
Number
Outstanding
As of
June 30,
2015
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
Weighted-
Average
Exercise
Price
|
Number
Exercisable
As of
June 30,
2015
|
Weighted-
Average
Exercise
Price
As of
June 30,
2015
|
|||||||||||||||||||||
$
|
0.75
|
$
|
1.50
|
206,679
|
9.42
|
$
|
0.80
|
17,500
|
$
|
1.31
|
||||||||||||||||
1.99
|
3.22
|
167,629
|
8.39
|
2.54
|
88,190
|
2.41
|
||||||||||||||||||||
3.35
|
6.00
|
143,997
|
6.25
|
3.90
|
101,872
|
3.89
|
||||||||||||||||||||
11.70
|
17.80
|
46,191
|
3.35
|
12.03
|
46,191
|
12.03
|
||||||||||||||||||||
21.00
|
34.20
|
36,125
|
2.04
|
22.63
|
36,125
|
22.63
|
||||||||||||||||||||
41.40
|
41.45
|
9,998
|
0.21
|
41.40
|
9,998
|
41.40
|
||||||||||||||||||||
610,619
|
7.35
|
$
|
4.82
|
299,876
|
$
|
8.06
|
2. | Earnings Per Share (EPS): |
Three Months Ended
June 30, |
||||||||
2015
|
2014
|
|||||||
Net loss
|
$
|
(1,345
|
)
|
$
|
(1,248
|
)
|
||
Basic and diluted:
|
||||||||
Weighted-average common shares outstanding
|
10,485
|
2,032
|
||||||
Weighted-average common shares used in per share computation
|
10,485
|
2,032
|
||||||
Net loss per share
|
||||||||
Basic and diluted
|
$
|
(0.13
|
)
|
$
|
(0.61
|
)
|
June 30,
2015
|
June 30,
2014
|
|||||||
Outstanding Options
|
610,619
|
383,427
|
||||||
Outstanding RSUs
|
23,921
|
152,631
|
||||||
634,540
|
536,058
|
|||||||
Warrants - Sequel
|
-
|
92,888
|
||||||
Warrants S-3 (June 2014)
|
27,405
|
27,405
|
||||||
Warrants - S-1
|
4,256,000
|
-
|
||||||
Warrants - underwriters
|
186,066
|
-
|
||||||
Shares Excluded from EPS calculation
|
5,104,011
|
656,351
|
Issue Date
|
Outstanding Warrants
|
Exercise Price
|
Maturity Date
|
||||||
6/24/2014
|
27,405
|
$
|
2.50
|
6/24/2020
|
|||||
2/25/2015
|
4,256,000
|
$
|
1.18
|
2/25/2020
|
|||||
2/25/2015
|
115,200
|
$
|
1.56
|
2/18/2020
|
|||||
3/2/2015
|
70,866
|
$
|
1.59
|
2/25/2020
|
|||||
4,469,471
|
3. | Financial Instruments: |
4. | Geographical and Segment Information: |
5. | Recent Accounting Pronouncements: |
6. | Commitments and Contingencies |
Year Ending March 31,
|
Operating
Leases |
|||
2016
|
95
|
|||
2017
|
129
|
|||
2018
|
54
|
|||
Total minimum lease payments
|
$
|
278
|
7. | Subsequent Events: |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations – (Amounts in thousands) |
Three Months Ended
June 30, |
||||||||
2015
|
2014
|
|||||||
Revenue
|
$
|
108
|
$
|
64
|
||||
Cost of revenue
|
26
|
18
|
||||||
Gross profit
|
82
|
46
|
||||||
Operating expenses:
|
||||||||
Engineering
|
549
|
542
|
||||||
Research and development
|
21
|
50
|
||||||
Sales and marketing
|
110
|
80
|
||||||
General and administrative
|
753
|
644
|
||||||
Total operating expenses
|
1,433
|
1,316
|
||||||
Operating loss
|
(1,351
|
)
|
(1,270
|
)
|
||||
Other income (expense)
|
(7
|
)
|
7
|
|||||
Loss before income tax benefit
|
(1,358
|
)
|
(1,263
|
)
|
||||
Income tax benefit
|
(13
|
)
|
(15
|
)
|
||||
Net loss
|
(1,345
|
)
|
(1,248
|
)
|
||||
Other comprehensive income
|
419
|
--
|
||||||
Comprehensive loss
|
$
|
(926
|
)
|
$
|
(1,248
|
)
|
||
Net loss per share
|
||||||||
Basic and diluted
|
$
|
(0.13
|
)
|
$
|
(0.61
|
)
|
||
Weighted-average shares used in per share computation:
|
||||||||
Basic and diluted
|
10,485
|
2,032
|
Contractual obligations:
|
Total
|
Less than 1 Year
|
1-3 Years
|
3-5 Years
|
||||||||||||
Promissory note payable
|
$
|
500
|
$
|
167
|
$
|
333
|
$
|
-
|
||||||||
Interest due on convertible promissory note payable
|
71
|
41
|
30
|
-
|
||||||||||||
Non-cancelable operating lease obligations
|
278
|
127
|
151
|
-
|
||||||||||||
Total contractual cash obligations
|
$
|
849
|
$
|
335
|
$
|
514
|
$
|
-
|
· | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. |
· | Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. |
· | Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. |
· | Medytox has a limited operating history, which will make it difficult to evaluate an investment in our common stock; |
· | Voting control by Medytox’s directors and officers will make it unlikely for other stockholders to effect change even if they are dissatisfied with management’s performance; |
· | Medytox plans to use our common stock, to a large extent to pay for future acquisitions and this would be dilutive to investors; |
· | As a company with limited capital and human resources, management’s time and attention will be diverted from our business to ensure compliance with regulatory requirements more than would be the case with a company that has well established controls and procedures; |
· | Medytox’s business could be harmed from the loss or suspension of a license or imposition of a fine or penalties under, or future changes or changing interpretations of, The Clinical Laboratory Improvement Amendments of 1984 or state laboratory licensing laws to which Medytox is subject; |
· | Regulation by the Food and Drug Administration of Laboratory Developed Tests and clinical laboratories may result in significant change to Medytox Solutions’ business; |
· | Some of Medytox’s activities may subject the company to risks under federal and state laws prohibiting “kickbacks” and other laws designed to prohibit payments for referrals; |
· | Medytox conducts its clinical laboratory testing business in a heavily regulated industry and changes in regulations or violations of regulations could, directly or indirectly, harm its operating results and financial condition; |
· | Failure to comply with complex federal and state laws and regulations related to submission of claims for clinical laboratory services can result in significant monetary damages and penalties and exclusion from the Medicare and Medicaid Programs; |
· | Changes in regulation and policies, including increasing downward pressure on health care reimbursement, may adversely affect reimbursement for diagnostic services and could have a material adverse impact on Medytox’s business; and |
· | Healthcare plans have taken steps to control the utilization and reimbursement of healthcare services, including clinical test services. |
·
|
operating results of CollabRx;
|
·
|
operating results of any companies that we may acquire in the future;
|
·
|
fluctuations in demand for our products, and the timing of agreements with strategic partners in the health care marketplace;
|
·
|
the timing of new products and product enhancements;
|
·
|
changes in the growth rate of the health care marketplace;
|
·
|
our ability to control costs, including operations expenses;
|
·
|
our ability to develop, induce and gain market acceptance for new products and product enhancements;
|
·
|
changes in the competitive environment, including the entry of new competitors and related discounting of products;
|
·
|
adverse changes in the level of economic activity in the United States or other major economies in which we do business;
|
·
|
renewal rates and our ability to up-sell additional products;
|
·
|
the timing of customer acquisitions;
|
·
|
the timing of revenue recognition for our sales; and
|
·
|
future accounting pronouncements or changes in our accounting policies.
|
·
|
we fail to introduce these new products or enhancements;
|
·
|
we fail to successfully manage the transition to new products from the products they are replacing;
|
·
|
we do not invest our development efforts in appropriate products or enhancements for markets in which we now compete and expect to compete;
|
·
|
we fail to predict the demand for new products following their introduction to market; or
|
·
|
these new products or enhancements do not attain market acceptance.
|
·
|
longer operating histories;
|
·
|
the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products;
|
·
|
broader distribution and established relationships with partners;
|
·
|
access to larger customer bases;
|
·
|
greater customer support;
|
·
|
greater resources to make acquisitions;
|
·
|
larger intellectual property portfolios; and
|
·
|
the ability to bundle competitive offerings with other products and services.
|
· | difficulties in identifying and acquiring complementary products, technologies or businesses; |
· | substantial cash expenditures; |
· | incurrence of debt and contingent liabilities, some of which we may not identify at the time of acquisition; |
· | difficulties in assimilating the operations and personnel of the acquired companies; |
· | diversion of management’s attention away from other business concerns; |
· | risk associated with entering markets in which we have limited or no direct experience; |
· | potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business; and |
· | delays in customer purchases due to uncertainty and the inability to maintain relationships with customers of the acquired businesses. |
· | perceived security capabilities and reliability; |
· | perceived concerns about the ability to scale operations for large enterprise customers; |
· | concerns with entrusting a third party to store and manage critical data; and |
· | the level of configurability or customizability of the solutions. |
· | not experimental or investigational; |
· | medically necessary; |
· | appropriate for the specific patient; |
· | cost-effective; |
· | supported by peer-reviewed publications; |
· | included in clinical practice guidelines; and |
· | supported by clinical utility studies. |
· | our quarterly or annual earnings or those of other companies in our industry; |
· | announcements by us or our competitors of significant contracts or acquisitions; |
· | changes in accounting standards, policies, guidance, interpretations or principles; |
· | general economic and stock market conditions, including disruptions in the world credit and equity markets; |
· | the failure of securities analysts to cover our common stock; |
· | future sales of our common stock; and |
· | the other factors described in these “Risk Factors.” |
Exhibit
Number
|
Description
|
||
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|||
Certification of the Acting Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|||
Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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COLLABRX, INC.
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(Registrant)
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/s/ THOMAS R. MIKA
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Thomas R. Mika
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Acting Chief Financial Officer
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Date: August 14, 2015
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1. | I have reviewed this Quarterly Report on Form 10-Q of CollabRx, 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(s), if any, 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: |
5. | The registrant’s other certifying officer(s), if any, 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 function): |
(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 controls over financial reporting. |
Date: August 14, 2015
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/s/ Thomas R. Mika
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President and Chief Executive Officer
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1. | I have reviewed this Quarterly Report on Form 10-Q of CollabRx, 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(s), if any, 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: |
5. | The registrant’s other certifying officer(s), if any, 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 function): |
(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 controls over financial reporting. |
Date: August 14, 2015
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/s/ Thomas R. Mika
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Acting Chief Financial Officer
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/s/ Thomas R. Mika
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President and Chief Executive Officer
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August 14, 2015
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/s/ Thomas R. Mika
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Acting Chief Financial Officer
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August 14, 2015
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Financial Instruments |
3 Months Ended | ||
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Jun. 30, 2015 | |||
Financial Instruments [Abstract] | |||
Financial Instruments |
The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, convertible promissory note, notes receivable, accrued expenses, promissory note payable and other liabilities approximates fair value due to their relatively short maturity. The Company currently has only minimal sales in global markets and is not exposed to changes in foreign currency exchange rates. The Company does not hold derivative financial instruments for speculative purposes. Foreign currency transaction gains and (losses), if any, are included in other income (expense), and were $0 for the three month periods ended June 30, 2015 and 2014. On June 30, 2015, the Company had no open foreign exchange contracts to sell Euros or any other foreign currencies. Changes in the exchange rate between the Euro and the U.S. dollar are currently immaterial to our operating results. Exposure to foreign currency exchange rate risk may increase over time as our business evolves. |
Earnings Per Share (EPS) |
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Earnings Per Share (EPS) [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share (EPS) |
Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding (denominator) for the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted EPS uses the average market prices during the period. Basic net loss per common share is computed using the weighted-average number of shares of common stock outstanding. The following table represents the calculation of basic and diluted net loss per common share:
The following shares of common stock equivalents were excluded from the computation of diluted earnings per share for the three months ended June 30, 2015 and 2014 because including them would have been anti-dilutive.
The weighted-average exercise price per share of the excluded outstanding options and outstanding and deferred RSUs was $7.78 and $8.93 on June 30, 2015 and 2014, respectively. At June 30, 2015, the Company had the following warrants outstanding to purchase the Company’s stock:
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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | |
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Jun. 30, 2015 |
Jun. 30, 2014 |
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Cash flows from financing activities: | ||
Expenses from sale of common stock | $ 0 | $ 466 |
Subsequent Events (Details) - Jul. 13, 2015 - Subsequent Event [Member] - USD ($) $ in Thousands |
Total |
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Subsequent Event [Line Items] | |
First payment of principal | $ (167) |
Unpaid accrued interest | $ (41) |
Description of Business and Summary of Significant Accounting Policies |
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Description of Business and Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of Business and Summary of Significant Accounting Policies |
CollabRx, Inc., a Delaware corporation (“CollabRx,” the “Company” or “we,” “us,” or “our”), is the renamed Tegal Corporation, (“Tegal”), which acquired a private company of the same name on July 12, 2012. Following approval by its stockholders on September 25, 2012, Tegal amended its charter and changed its name to “CollabRx, Inc.” (the “Name Change”). Tegal was formed in December 1989 to acquire the operations of the former Tegal Corporation, a division of Motorola, Inc., Tegal’s predecessor company was founded in 1972 and acquired by Motorola, Inc. in 1978. Tegal completed its initial public offering in October 1995. CollabRx offers cloud-based expert systems that provide clinically relevant interpretive knowledge to institutions, physicians, researchers and patients for genomics-based medicine in cancer to inform health care decision-making. With access to a large network of clinical and scientific advisors at leading academic institutions and a suite of tools and processes that combine artificial intelligence-based analytics with proprietary interpretive content, the Company is well positioned to participate in the value-added “big data” opportunity in the U.S. health care. We use the term “cloud” to mean a product or service that can be delivered via the Internet, usually on a pay-for-use or subscription basis, versus the purchase and installation of enterprise-based software, which typically requires investments in both software and hardware, often also requiring large-scale customization efforts. The Company uses the term “big data” to refer to datasets whose size is beyond the ability of typical database software tools to capture, store, manage, and analyze. The Company searches publicly available databases as source documents for our knowledge base. Such databases include those that are available, either free or on a commercial basis, in the areas of clinical trials, drugs, investigational compounds, biomarkers, bioinformatics, cancer ontology and literature. The Company then aggregates, annotates and integrates these datasets for the purpose of defining the relationship of biomarkers to therapeutic strategies, drugs and clinical trials. None of the individual databases the Company utilizes as sources provide information on the interrelationships of these discrete elements. In addition, CollabRx has developed a process for incorporating the guidance of our network of physician and research advisors in the selection of the most relevant data for specific diagnoses, histopathology data, prior treatments and biomarkers. The result of this software- and expert-assisted process is proprietary content incorporated into our knowledge base which includes decision rules, succinct statements of therapeutic strategy and a comprehensive listing of appropriate drugs and clinical trials, all related to specific aberrations which might be observed in connection with genomic testing. Although the process and results are proprietary, the Company always refers to the relevant source documentation that provides the support for the identification of an actionable biomarker, typically a peer-reviewed, published paper. In this way, the Company avoids the “black-box algorithm problem”, which is prevalent in other companies’ predictive analytical models, but is not currently a trusted methodology in medical practice. Our proprietary content is incorporated into our knowledge base, which is updated regularly with the assistance of a large network of independent advisors, and which forms the basis for all our products and services. Our knowledge base contains no individual patient data, nor do our processes for providing related content include the review by our network of independent experts of any individual test data. Our knowledge base informs two distinctly different products and services. Genetic Variant Annotation™ Service. The “Genetic Variant Annotation” or “GVA” is a service offered to diagnostic testing laboratories, including academic medical centers and commercial laboratories. Our lab customers provide us with a test result, usually in the form of an electronic file that represents the results of a genomic test, typically from a “Next Generation Sequencing” (“NGS”), micro-array or similar testing platform. The test results provided to us contain no patient-identifiable information. The Company analyzes the test results for the purpose of identifying those genetic alterations which the Company has annotated in advance as being “actionable” (i.e., related to a therapeutic strategy). The Company provides the testing lab with a report, incorporating information regarding identified biomarkers and associated therapeutic strategies for each, along with relevant drugs and clinical trials, to a level and in a format that the Company has agreed in advance with our customer. The Company is compensated for this service either on a per-test or on a volume-adjusted subscription basis. This service is not available to the public and is not available on our website. Therapy Finder Products. Our Therapy Finder® products are a series of cancer-specific, web-based and mobile apps which are accessed by physicians and patients, usually in the physician’s office. After indicating a number of pre-set options related to stage of cancer, histopathology, prior treatments and presence of biomarkers on an input page, the physician is presented with a results page which explains the role of the biomarker, identifies a possible therapeutic strategy for that particular set of inputs, along with tabs associated with searchable lists of relevant drugs and clinical trials. Therapy Finders are an interactive, informational and educational resource for both physicians and patients, and can be used for decision-support. They neither contain nor store any patient identifiable information. The advisors associated with the development and updating of each app are prominently featured. The development and distribution of Therapy Finders is partially supported by sponsorships and advertising revenue. They are available free of charge on our company website. Our aim is to make this tool widely available to help community physicians understand the relevance of biomarker testing and the availability of potential therapies for their advanced cancer patients. In 2014, the Company redesigned its Therapy Finders so that they could be accessed by physicians using the iOS operating system from Apple, Inc. via an iPhone or an iPad, and have named this mobile application “CancerRx.” CancerRx was co-developed with MedPage Today of Everyday Health, Inc., with the ownership of the application retained by CollabRx. A special feature of CancerRx is a daily oncology newsfeed from MedPage Today, all with real-time over the air updates. The Company launched CancerRx during the first fiscal quarter of fiscal year 2015. Recently, we undertook a review of the software engineering and the biomedical and scientific basis of the Therapy Finders and the related CancerRx mobile app in order to determine the feasibility of offering a replacement product that incorporates the breadth of data that we have accumulated since the initial development of those products in 2010, and which is easier to maintain with frequent updates. We expect to complete that review over the next several months. While we undertook the review in close collaboration with our on-line media partner, MedPage Today of Everyday Health, Inc., we temporarily suspended all or certain features of these products. On June 16, 2015, we terminated our exclusive agreement with MedPage Today / Everyday Health, Inc. We are in the process of updating Therapy Finders and/or developing alternative decision support products for distribution directly by us or in connection with other on-line media partners. We continue to offer our Therapy Finders on the CollabRx website. The Company intends to pursue collaborative arrangements with other companies and entities that provide contract research services to oncology practices, conduct in-house clinical and translational research, collect information on patient outcomes and link this information to genetic sequencing data, and calculate the relative costs and benefits associated with different diagnostic tests and therapies. The Company expects such efforts to lead to novel insights and advances to improve the quality of cancer care and reduce the costs of delivering it.The physicians and researchers within our network of advisors have agreed to participate in our efforts for an indefinite term, on an uncompensated basis, and without a formal agreement. The board assignments, biographies and current affiliations of all of our advisors are posted on our website. The Company’s condensed financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. The Company incurred net losses of $1,345 and $1,248 for the three months ended June 30, 2015and 2014, respectively. The Company used $1,422 and $733 of cash in operating activities for the three months ended June 30, 2015and 2014, respectively. The Company’s existing cash and cash equivalents are adequate to fund the Company’s operations requirements and obligations through the third quarter of its fiscal year 2017. As a result, over the past year it has been pursuing several alternative financing sources to continue operations. On December 6, 2014, we entered into a non-binding letter of intent to acquire Medytox Solutions, Inc. (“Medytox”) in a reverse merger transaction. Medytox is a holding company that owns and operates businesses in the medical services sector. Its principal line of business is clinical laboratory blood and urine testing services, with a particular emphasis in the provision of urine drug toxicology and comprehensive pain medication monitoring programs to physicians, clinics and rehabilitation facilities in the United States. On April 15, 2015, we and Medytox entered into a definitive Agreement and Plan of Merger, which we filed as an exhibit to our Form 8-K filed on April 17, 2015. Completion of the merger is subject to the satisfaction or waiver of a number of conditions. If the proposed transaction is completed, Medytox Solutions would be the accounting acquirer of the Company, the management of Medytox Solutions would become the management of our Company, and the current directors of Medytox Solutions would constitute a majority of our Board of Directors. Following the transaction, we may be a “controlled company” exempt from certain corporate governance requirements under the NASDAQ Rules. Upon completion of the reverse merger transaction with Medytox Solutions, we expect to continue to operate CollabRx as an independent subsidiary, pursuing our current business strategy as a developer and marketer of medical information and clinical decision support products and services to oncologists. We expect that the additional management and financial resources that will be made available to us by Medytox Solutions will allow us to gain market share against our current and potential competitors, to expand our product offerings with additional interpretive content that supports ever more complex decision-making in the treatment of advanced cancers, to better support our large network of clinical advisors, and to develop new products that address emerging needs for oncology clinicians and researchers in pharmaceutical development. In the event that Medytox Solutions decides to enter the genomic-based testing market through the acquisition or internal development of an NGS testing lab capability in cancer or another genomic-based disease area (such as hereditary diseases or pharmacogenomics), CollabRx is ideally suited, via our current and expanded GVA product-line, to provide the leading-edge tools needed to provide robust interpretation of those complex tests. In addition, the availability of additional resources for the marketing and promotion of our existing web-based and mobile decision support products will allow us to expand the use of our Therapy Finder and CancerRx products among oncology professionals, enhance awareness of our brand, and deliver more and better tools to physicians and patients alike. By letter dated June 2, 2015, CollabRx was notified by Nasdaq that the bid price of our common stock closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4). In accordance with Marketplace Rule 4310(c)(8)(D), we have180 calendar days to regain compliance. If at any time before the expiration of such 180-day period, the bid price of our common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, we will regain compliance with the Rule. If we do not regain compliance prior to the expiration of such 180-day period, an additional 180 days will be granted to regain compliance, so long as we meet The Nasdaq Capital Market initial listing criteria (except for the bid price requirement). The Company continues to incur recurring losses from operations. Even though the Company has entered into the aforementioned agreement with Medytox, it must still prove its ability to generate sufficient levels of cash from its operations. Basis of Presentation In the opinion of management, the unaudited condensed financial statements have been prepared on the same basis as the March 31, 2015 audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the information set forth herein. The financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (“SEC”), but omit certain information and footnote disclosures necessary to present the financial statements in accordance with GAAP. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty, and contemplate the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015, filed on June 26, 2015. The results of operations for the three months ended June 30, 2015 are not necessarily indicative of results to be expected for the entire year. Comprehensive Income (loss) Comprehensive income (loss) is defined as the change in equity of the Company during the period from transactions and other events and circumstances, excluding transactions resulting from investments by owners and other distributions to owners. For the three months ended June 30, 2015, the Company recognized an increase in the estimated fair value of its investment in NanoVibronix, which it holds as long-term marketable securities available-for-sale. The unrealized gain on this investment for the current period is $419. For the three months ended June 30, 2014, the Company had no items of other comprehensive income (loss). Therefore the net loss in the prior period equaled the comprehensive loss for the three months ended June 30, 2014. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could vary from those estimates. Change in Accounting Estimate Upon the original acquisition of the private company called CollabRx, the Company determined that the lives of intangible assets were determined to be between 3 years to 10 years. Originally, the life of the acquired developed technology software was determined to be ten years, expiring in July 2022, and the life of the customer relationships was determined to be five years, expiring in July 2017. During the fiscal year ended March 31, 2015, the Company determined facts and circumstances existed that indicated the useful lives of these two intangible assets were shorter than originally estimated. The Company has adjusted the lives of its acquired developed technology and its customer relationships and now expects the lives of these assets to expire no later than March 2016. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash investments. The Company’s accounts receivable balance is also subject to credit risk. Substantially all of the Company’s cash equivalents are held in liquid cash accounts. The Company’s accounts receivable are derived primarily from sales to customers located in the United States. The Company performs ongoing credit evaluations of its customers and generally requires no collateral. The Company no longer maintains reserves for potential credit losses. There have been no write-offs during the periods presented. For the three months ended June 30, 2015, four customers accounted for 23.1%, 18.3%, 16.3% and 13.8%, respectively, of the Company’s revenue. For the three months ended June 30, 2014, four customers accounted for 26.1%, 23.1%, 19.6% and 18.2%, respectively, of the Company’s revenue. As of June 30, 2015, three customers accounted for 94.0% of the balance in accounts receivable. Two customers accounted for 95.1% of the balance in accounts receivable as of June 30, 2014. As of March 31, 2015, three customers accounted for 95% of our trade accounts receivable balance. Cash and Cash Equivalents The Company considers all highly liquid debt instruments having a maturity of three months or less on the date of purchase to be cash equivalents. As of June 30, 2015 and March 31, 2015, all of the Company’s cash equivalents are included as Level 1 assets on the fair value hierarchy, and were held in the form of money market funds in the condensed balance sheets. Promissory Notes Payable On July 12, 2012, the Company completed the acquisition of the private company called CollabRx, pursuant to the previously announced Agreement and Plan of Merger, dated as of June 29, 2012. As part of the purchase price, the Company assumed $500 of existing CollabRx indebtedness through the issuance of the promissory notes. The principal of the promissory notes is payable in equal installments on the third, fourth and fifth anniversaries of the date of issuance, along with the accrued but unpaid interest as of such dates. On July 13, 2015, the Company made a $208 payment of principal and accrued interest. Principal payments of $167 and $166, together with accrued interest, will be made in July 2016 and July 2017, respectively. Investment On November 22, 2011, the Company completed a $300 strategic investment in NanoVibronix, Inc., (“NanoVibronix”) a private company that develops medical devices and products that implement its proprietary therapeutic ultrasound technology. The Company’s investment in NanoVibronix was in the form of a convertible promissory note that bears interest at a rate of 10% per year compounded annually, which matured on November 15, 2014. Our investment was intended to precede a possible merger of the two companies. However, those discussions were terminated by mutual agreement between the parties and NanoVibronix, Inc. continued to operate as a private company. NanoVibronix filed a registration statement with the Securities and Exchange Commission in connection with a proposed initial public offering. In connection with the planned offering, the parties agreed that the Convertible Promissory Note will be converted into common stock of NanoVibronix. On February 9, 2015 NanoVibronix filed a Form 10 with the SEC. On February 10, 2015, the series B-1 promissory note held by CollabRx was converted into Series B-1 preferred shares. Coincident with the effectiveness of this filing, the Series B-1 preferred shares held by CollabRx was converted into 204,507 shares of NanoVibronix common stock, representing 8.9% of the 2,289,682 shares of total common shares outstanding as of January 30, 2015. During the fourth quarter of fiscal year 2015, the Convertible Promissory Note was converted into a cost investment on the Company’s condensed balance sheets at the carrying value of the note upon maturity. As of March 31, 2015, the Convertible Promissory Note balance was $399, consisting of the original $300 investment and $99 in accrued interest income. At that time, the Company believed the maturity date value of the Convertible Promissory Note approximated the fair value of the investment as of March 31, 2015, as NanoVibronix did not yet have an effective market price. In May 2015, NanoVibronix, Inc. became a public company and the Company’s Chief Executive Officer became a member of the NanoVibronix, Inc. Board of Directors. For the three months ended June 30, 2015, the Company recognized an increase in the estimated fair value of its investment in NanoVibronix, which it holds as long-term marketable securities available-for-sale. The unrealized gain on this investment for the three months ended June 30, 2015 is $419. For the three months ended June 30, 2014, the Company had no items of other comprehensive income (loss). Therefore the net loss in the prior period equaled the comprehensive loss for the three months ended June 30, 2014. The unrealized gain in the current period reflects the share price of NanoVibronix on June 30, 2015. The NanoVibronix ticker symbol is “NAOV”. While this stock is thinly traded, the share price is our best estimate of the fair value of this investment. On a periodic basis, we assess whether there are any indicators that the fair value of our investment may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Accounts Receivable – Allowance for Sales Returns and Doubtful Accounts As of June 30, 2015 and March 31, 2015, respectively, the Company had zero reserves for potential credit losses assuch risk was determined to be insignificant. The Company does not currently maintain an allowance for doubtful accounts receivable for potential estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes no such reserve is currently required. The Company had zero write-offs during the periods presented. The Company reviews the estimated risk of current customers’ inability to make payments on a quarterly basis to determine if any amount is uncollectible. Revenue Recognition and Deferred Revenue Each contract sale of our interpretive data is evaluated individually in regard to revenue recognition. The Company has integrated in our evaluation the related guidance included in Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the seller’s price is fixed or determinable, delivery has occurred, and collectability is reasonably assured. For arrangements that include multiple deliverables, the Company identifies separate units of accounting based on the guidance under ASC 605-25, Multiple Element Arrangements, which provides that revenue arrangements with multiple deliverables should be divided into separate units of accounting, if certain criteria are met. The consideration of the arrangement is allocated to the separate units of accounting using the relative fair value method. Applicable revenue recognition criteria are considered separately for each separate unit of accounting. Revenue from fixed price contracts is recognized primarily under the percentage of completion method. Under this method the Company recognizes estimated contract revenue and resulting income based on costs incurred to date as a percentage of the total estimated costs as the Company considers this model to best reflect the economics of these contracts. In such contracts, the Company’s efforts, measured by time incurred, typically represents the contractual milestones or output measure. If at any time during the contract period, the Company determines that a loss will occur, the Company recognizes the loss in that period. Furthermore, if in previous periods a profit was recognized under the percentage-of completion method, the profit would be reversed during the period the Company determined a loss on the contract exists. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Under ASC 740, the liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. The Company evaluates annually its ability to realize our deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. In 2015 and 2014, the Company has recorded a full valuation allowance for our deferred tax assets based on our past losses and uncertainty regarding our ability to project future taxable income. In future periods, if the Company is able to generate income the Company may reduce or eliminate the valuation allowance. Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the Company considers what assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The Company’s financial instruments consist primarily of liquid cash accounts denominated in U.S. dollars.As of June 30, 2015, the investment balance of $818 included in the condensed balance sheets is considered Level 2 and is remeasured on a recurring basis. The value of money market funds was immaterial at June 30, 2015. Intangible Assets and Goodwill Intangible assets include patents, trade names, software, non-compete agreements, customer relationships and trademarks that are amortized on a straight-line basis over periods ranging from three to ten years. The Company performs an ongoing review of its identified intangible assets to determine if facts and circumstances exist that indicate the useful life is shorter than originally estimated or the carrying amount may not be recoverable. If such facts and circumstances exist, the Company assesses the recoverability of identified intangible assets by comparing the projected undiscounted net cash flow associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. As of the current reporting period, the Company’s remaining intangible assets, not including those related to the acquisition of CollabRx, were internally developed, which have a carrying value of zero. Currently the Company expenses all costs incurred to renew or extend the term of a recognized intangible asset. With the acquisition of CollabRx, the Company acquired software, trade names, customer relationships, non-compete agreements and goodwill. The lives of the acquired intangible assets range from three to ten years. Intangible assets, except for trade names and goodwill, are amortized on a straight-line basis. Intangible assets related to trade names and goodwill are not amortized. The Company tests goodwill for impairment annually during the fourth quarter of each fiscal year. The fair values of these assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. No impairment charges for intangible assets or goodwill were recorded for the three months ended June 30, 2015 and 2014, respectively. The Company recognized $60 and $52 of amortization expense for the three month periods ended June 30, 2015 and 2014, respectively. The amortization expense included in cost of revenue is related to the acquired software and is amortized on a straight-line basis over the updated expected life of the asset, which the Company believes to be completed by the end of fiscal year 2016. Impairment of Long-Lived Assets Long-lived assets are reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If undiscounted expected future cash flows are less than the carrying value of the assets, an impairment loss is recognized based on the excess of the carrying amount over the estimated fair value of the assets. The Company recorded $4 and $0 in disposal losses for fixed assets for the three months ended June 30, 2015 and 2014. Stock-Based Compensation The Company has adopted several stock plans that provide for issuance of equity instruments to our employees and non-employee directors. Our plans include incentive and non-statutory stock options and restricted stock awards. These equity awards generally vest ratably over a four-year period on the anniversary date of the grant, and stock options expire ten years after the grant date. Certain restricted stock awards may vest on the achievement of specific performance targets. The Company also had an Employee Stock Purchase Plan (“ESPP”), allowing qualified employees to purchase Company shares at 85% of the fair market value on specified dates. The ESPP was allowed to expire on July 22, 2014 and has not been renewed. Total stock-based compensation related to stock options and restricted stock units (“RSUs”) for the three months ended June 30, 2015 and 2014 was $36 and $94, respectively. The Company utilized the following valuation assumptions to estimate the fair value of options that were granted for the three month periods ended June 30, 2015 and 2014, respectively. The Company utilized the following assumptions to estimate the fair value of options that were granted for the three months ended June 30, 2014. There were no options granted for the three months ended June 30, 2015.
The Company’s ESPP plan expired in the prior fiscal year. No ESPP awards were made in the current period nor are any future ESPP awards expected to be made. Prior ESPP awards were valued using the Black-Scholes option pricing model with expected volatility calculated using a six-month historical volatility. Valuation and Other Assumptions for Stock Options Valuation and Amortization Method. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The Company estimates the fair value using a single option approach and amortizes the fair value on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. Expected Term. The expected term of options granted represents the period of time that the options are expected to be outstanding. The Company estimates the expected term of options granted based on our historical experience of exercises including post-vesting exercises and termination. Expected Volatility. The Company estimates the volatility of our stock options at the date of grant using historical volatilities. Historical volatilities are calculated based on the historical prices of our common stock over a period at least equal to the expected term of our option grants. Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option pricing model on U.S. Treasury yield curve in effect at the time of grant for zero-coupon issues with remaining terms equivalent to the expected term of our option grants. Dividends. The Company has never paid any cash dividends on common stock and the Company does not anticipate paying any cash dividends in the foreseeable future. Forfeitures. The Company uses historical data to estimate pre-vesting option forfeitures. The Company record stock-based compensation only for those awards that are expected to vest. During the three months ended June 30, 2015, the Company granted no options either to any current employees or to any current members of the Board of Directors. Stock Options A summary of the stock option activity during the three months ended June 30, 2015is as follows:
The aggregate intrinsic value of stock options outstanding as of June 30, 2015 is calculated as the difference between the exercise price of the underlying options and the market price of our common stock as of June 30, 2015. The following table summarizes information with respect to stock options outstanding as of June 30, 2015:
As of June 30, 2015, there was $197 of total unrecognized compensation cost related to outstanding options which the Company expects to recognize over an estimated weighted average period of 1.38years. Restricted Stock Units The Company had no activity related to unvested RSUs in the current period. Unvested Restricted Stock as of June 30, 2015 As of June 30, 2015, there was no amount of total unrecognized compensation cost related to outstanding RSUs. All related expenses were previously recognized. In the three months ending June 30, 2015, the Company did not grant any RSUs. |
CONDENSED BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares |
Jun. 30, 2015 |
Mar. 31, 2015 |
---|---|---|
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 10,487,373 | 10,469,120 |
Common stock, shares outstanding (in shares) | 10,487,373 | 10,469,120 |
Commitments and Contingencies (Tables) |
3 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2015 | ||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||
Future minimum lease payments under the operating leases | The Company has several non-cancelable operating leases, primarily for general office space, that expire over the next three years. The Company has no capital leases at this time. Future minimum lease payments under these leases are as follows:
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Jun. 30, 2015 |
Aug. 12, 2015 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CollabRx, Inc. | |
Entity Central Index Key | 0000931059 | |
Current Fiscal Year End Date | --03-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,487,373 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 |
Description of Business and Summary of Significant Accounting Policies (Details) |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 13, 2015
USD ($)
|
Jan. 30, 2015
shares
|
Jul. 12, 2012
USD ($)
|
Nov. 22, 2011
USD ($)
|
Jun. 30, 2015
USD ($)
Customer
$ / shares
shares
|
Jun. 30, 2014
USD ($)
Customer
|
Mar. 31, 2015
USD ($)
Customer
$ / shares
shares
|
Mar. 31, 2014 |
||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||
Net loss | $ | $ (1,345,000) | $ (1,248,000) | |||||||||
Net cash used in operating activities | $ | $ (1,422,000) | $ (733,000) | |||||||||
Minimum bid price (in dollars per share) | $ 1.00 | ||||||||||
Number of calendar days | 180 days | ||||||||||
Number of consecutive business days | 10 days | ||||||||||
Unrealized gain on this investment | $ | $ 419,000 | $ 0 | |||||||||
Other comprehensive income | $ | $ 419,000 | 0 | |||||||||
Short-term Debt [Line Items] | |||||||||||
Percentage of common stock outstanding (in hundredths) | 8.90% | ||||||||||
Common stock shares outstanding (in shares) | shares | 2,289,682 | 10,487,373 | 10,469,120 | ||||||||
Convertible promissory note balance | $ | $ 399,000 | ||||||||||
Original amount | $ | 300,000 | ||||||||||
Accrued interest on note receivable | $ | $ 99,000 | ||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition effective date | Jul. 12, 2012 | ||||||||||
Promissory note assumed | $ | $ 500,000 | ||||||||||
Principal and accrued interest payments of promissory note in 2016 | $ | $ 167,000 | ||||||||||
Principal and accrued interest payments of promissory note in 2017 | $ | $ 166,000 | ||||||||||
Note receivable used as consideration for CollabRx acquisition | $ | $ 300,000 | ||||||||||
Interest rate on promissory note (in hundredths) | 10.00% | ||||||||||
Promissory note maturity date | Nov. 15, 2014 | ||||||||||
Accounts Receivable - Allowance for Sales Returns and Doubtful Accounts [Abstract] | |||||||||||
Reserves for potential credit losses | $ | $ 0 | $ 0 | |||||||||
Fair Value measurements [Abstract] | |||||||||||
Investments | $ | 818,000 | $ 399,000 | [1] | ||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Impairment of intangible assets | $ | 0 | 0 | |||||||||
Impairment of goodwill | $ | 0 | 0 | |||||||||
Amortization of intangible assets | $ | 60,000 | 52,000 | |||||||||
Loss on disposal of fixed assets | $ | $ 4,000 | 0 | |||||||||
Stock-Based Compensation [Abstract] | |||||||||||
Vesting period of equity awards | 4 years | ||||||||||
Stock options expiry period | 10 years | ||||||||||
Purchase price of shares to fair market value (in hundredths) | 85.00% | ||||||||||
Total stock-based compensation expense related to stock options and restricted stock units | $ | $ 36,000 | $ 94,000 | |||||||||
Stock option and warrant activity [Roll Forward] | |||||||||||
Granted (in shares) | shares | 0 | ||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||
Number Outstanding (in shares) | shares | 610,619 | ||||||||||
Weighted Average Remaining Contractual Term | 7 years 4 months 6 days | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 4.82 | ||||||||||
Number Exercisable (in shares) | shares | 299,876 | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 8.06 | ||||||||||
Board of Directors [Member] | |||||||||||
Stock option and warrant activity [Roll Forward] | |||||||||||
Granted (in shares) | shares | 0 | ||||||||||
Minimum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 3 years | ||||||||||
Maximum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 10 years | ||||||||||
Subsequent Event [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Principal and accrued interest payments of promissory note in 2015 | $ | $ 208,000 | ||||||||||
Nano Vibronix [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 204,507 | ||||||||||
Software [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 10 years | ||||||||||
Software [Member] | Minimum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 3 years | ||||||||||
Software [Member] | Maximum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 10 years | ||||||||||
Trade Names [Member] | Minimum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 3 years | ||||||||||
Trade Names [Member] | Maximum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 10 years | ||||||||||
Customer Relationships [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 5 years | ||||||||||
Customer Relationships [Member] | Minimum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 3 years | ||||||||||
Customer Relationships [Member] | Maximum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 10 years | ||||||||||
Noncompete Agreements [Member] | Minimum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 3 years | ||||||||||
Noncompete Agreements [Member] | Maximum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 10 years | ||||||||||
Patents [Member] | Minimum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 3 years | ||||||||||
Patents [Member] | Maximum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 10 years | ||||||||||
Trademarks [Member] | Minimum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 3 years | ||||||||||
Trademarks [Member] | Maximum [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful life | 10 years | ||||||||||
Range $0.75 to $1.50 [Member] | |||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | $ 0.75 | ||||||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 1.50 | ||||||||||
Number Outstanding (in shares) | shares | 206,679 | ||||||||||
Weighted Average Remaining Contractual Term | 9 years 5 months 1 day | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 0.80 | ||||||||||
Number Exercisable (in shares) | shares | 17,500 | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 1.31 | ||||||||||
Range $1.99 to $3.22 [Member] | |||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 1.99 | ||||||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 3.22 | ||||||||||
Number Outstanding (in shares) | shares | 167,629 | ||||||||||
Weighted Average Remaining Contractual Term | 8 years 4 months 20 days | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 2.54 | ||||||||||
Number Exercisable (in shares) | shares | 88,190 | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 2.41 | ||||||||||
Range $3.35 to $6.00 [Member] | |||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 3.35 | ||||||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 6.00 | ||||||||||
Number Outstanding (in shares) | shares | 143,997 | ||||||||||
Weighted Average Remaining Contractual Term | 6 years 3 months | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 3.90 | ||||||||||
Number Exercisable (in shares) | shares | 101,872 | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 3.89 | ||||||||||
Range $11.70 to $17.80 [Member] | |||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 11.70 | ||||||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 17.80 | ||||||||||
Number Outstanding (in shares) | shares | 46,191 | ||||||||||
Weighted Average Remaining Contractual Term | 3 years 4 months 6 days | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 12.03 | ||||||||||
Number Exercisable (in shares) | shares | 46,191 | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 12.03 | ||||||||||
Range $21.00 to $34.20 [Member] | |||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 21.00 | ||||||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 34.20 | ||||||||||
Number Outstanding (in shares) | shares | 36,125 | ||||||||||
Weighted Average Remaining Contractual Term | 2 years 14 days | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 22.63 | ||||||||||
Number Exercisable (in shares) | shares | 36,125 | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 22.63 | ||||||||||
Range $41.40 to $41.45 [Member] | |||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 41.40 | ||||||||||
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 41.45 | ||||||||||
Number Outstanding (in shares) | shares | 9,998 | ||||||||||
Weighted Average Remaining Contractual Term | 2 months 16 days | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 41.40 | ||||||||||
Number Exercisable (in shares) | shares | 9,998 | ||||||||||
Weighted Average Exercise Price (in dollars per share) | $ 41.40 | ||||||||||
Revenue [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of major customers | Customer | 4 | 4 | |||||||||
Revenue [Member] | Customer 1 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (in hundredths) | 23.10% | 26.10% | |||||||||
Revenue [Member] | Customer 2 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (in hundredths) | 18.30% | 23.10% | |||||||||
Revenue [Member] | Customer 3 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (in hundredths) | 16.30% | 19.60% | |||||||||
Revenue [Member] | Customer 4 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (in hundredths) | 13.80% | 18.20% | |||||||||
Accounts Receivable [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of major customers | Customer | 3 | 2 | 3 | ||||||||
Concentration risk (in hundredths) | 94.00% | 95.10% | 95.00% | ||||||||
Stock Options [Member] | |||||||||||
Valuation assumptions to estimate the fair value of options and ESPP [Abstract] | |||||||||||
Expected life | 6 years | ||||||||||
Volatility (in hundredths) | 151.70% | ||||||||||
Risk-free interest rate, minimum (in hundredths) | 1.62% | ||||||||||
Risk free interest rate, maximum (in hundredths) | 1.74% | ||||||||||
Dividend yield (in hundredths) | 0.00% | ||||||||||
Forfeiture rate (in hundredths) | 10.00% | ||||||||||
Stock option and warrant activity [Roll Forward] | |||||||||||
Beginning outstanding (in shares) | shares | 665,058 | ||||||||||
Granted (in shares) | shares | 0 | ||||||||||
Forfeited (in shares) | shares | (49,938) | ||||||||||
Expired (in shares) | shares | (4,501) | ||||||||||
Ending outstanding (in shares) | shares | 610,619 | 665,058 | |||||||||
Ending vested and expected to vest (in shares) | shares | 610,474 | ||||||||||
Ending exercisable (in shares) | shares | 299,876 | ||||||||||
Weighted Average Exercise Price [Abstract] | |||||||||||
Beginning outstanding (in dollars per share) | $ 4.79 | ||||||||||
Granted (in dollars per share) | 0 | ||||||||||
Forfeited (in dollars per share) | 2.54 | ||||||||||
Expired (in dollars per share) | 25.52 | ||||||||||
Ending outstanding (in dollars per share) | 4.82 | $ 4.79 | |||||||||
Ending vested and expected to vest (in dollars per share) | 4.82 | ||||||||||
Ending exercisable (in dollars per share) | $ 8.06 | ||||||||||
Weighted Average Remaining Contractual Term [Abstract] | |||||||||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 7 years 4 months 6 days | 7 years 9 months 18 days | |||||||||
Ending outstanding | 7 years 4 months 6 days | 7 years 9 months 18 days | |||||||||
Ending vested and expected to vest | 7 years 4 months 6 days | ||||||||||
Ending exercisable | 5 years 7 months 13 days | ||||||||||
Aggregate Intrinsic Value [Abstract] | |||||||||||
Beginning outstanding | $ | $ 67,951,000 | ||||||||||
Ending outstanding | $ | 0 | $ 67,951,000 | |||||||||
Ending vested and expected to vest | $ | 0 | ||||||||||
Ending exercisable | $ | 0 | ||||||||||
Total unrecognized compensation cost related to outstanding options and warrants | $ | $ 197,000 | ||||||||||
Period of recognition of total unrecognized compensation cost related to options outstanding | 1 year 4 months 17 days | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Restricted Stock Units [Abstract] | |||||||||||
Total unrecognized compensation cost related to outstanding RSUs | $ | $ 0 | ||||||||||
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CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | |
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Jun. 30, 2015 |
Jun. 30, 2014 |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Abstract] | ||
Revenue | $ 108 | $ 64 |
Cost of revenue | 26 | 18 |
Gross profit | 82 | 46 |
Operating expenses: | ||
General and administrative | 753 | 644 |
Engineering | 549 | 542 |
Sales and marketing | 110 | 80 |
Research and development | 21 | 50 |
Total operating expenses | 1,433 | 1,316 |
Operating loss | (1,351) | (1,270) |
Other income (expense) | (7) | 7 |
Loss before income tax benefit | (1,358) | (1,263) |
Income tax benefit | (13) | (15) |
Net loss | (1,345) | (1,248) |
Other comprehensive income | 419 | 0 |
Comprehensive loss | $ (926) | $ (1,248) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (0.13) | $ (0.61) |
Weighted-average shares used in per share computation: | ||
Basic and diluted (in shares) | 10,485 | 2,032 |
Commitments and Contingencies |
3 Months Ended | |||||||||||||||||||||||||||
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Jun. 30, 2015 | ||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||
Commitments and Contingencies |
The Company has several non-cancelable operating leases, primarily for general office space, that expire over the next three years. The Company has no capital leases at this time. Future minimum lease payments under these leases are as follows:
Most leases provide for the Company to pay real estate taxes and other maintenance expenses. Rent expense for operating leases related to continuing operations, net of sublease income was $32 and $31, during the three months ended June 30, 2015 and 2014, respectively. |
Recent Accounting Pronouncements |
3 Months Ended | ||
---|---|---|---|
Jun. 30, 2015 | |||
Recent Accounting Pronouncements [Abstract] | |||
Recent Accounting Pronouncements |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and the IASB has issued IFRS 15, Revenue from Contracts with Customers. The issuance of these documents completes the joint effort by the FASB and the IASB to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS. The new guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. The Company will continue to evaluate this newly issued guidance. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Sub Topic 205-40) -Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU2014-15 clarifies principles and definitions that may be used by an organization’s management for disclosures that are currently made available in financial statement footnotes. Presently, U.S. GAAP does not provide an organization’s management guidance regarding its responsibility to assess whether substantial doubt exists regarding the ability to continue as a going concern or to prepare related footnote disclosures. Instead, auditors are responsible for assessing an entity’s ability to continue as a going concern under AU-C 570. ASU 2014-15 will move this responsibility to management. ASU 2014-15 will require management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016 to allow the auditing guidance to catch up with this change. ASU No. 2014-15 affects all companies and nonprofits and early application is allowed. The Company is currently evaluating the impact of adopting this new guidance on our condensed financial statements. In April 2015, the FASB issued ASU 2015-05, Intangibles Goodwill and Other – Internal Use Software (Sub Topic 350-40) –Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides explicit guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract.ASU 2015-05 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all other entities, the amendments are effective for annual periods beginning after December 15, 2015, and interim periods in annual periods beginning after December 15, 2016. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. Early adoption is permitted for all entities. The Company is currently evaluating the impact of adopting this new guidance on our condensed financial statements. |
Earnings Per Share (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
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Jun. 30, 2015 |
Jun. 30, 2014 |
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Earnings Per Share (EPS) [Abstract] | ||
Net loss | $ (1,345) | $ (1,248) |
Basic and diluted [Abstract] | ||
Weighted-average common shares outstanding (in shares) | 10,485,000 | 2,032,000 |
Weighted-average common shares used in per share computation (in shares) | 10,485,000 | 2,032,000 |
Net loss per share [Abstract] | ||
Basic and diluted (in dollars per share) | $ (0.13) | $ (0.61) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 5,104,011 | 656,351 |
Warrants and Rights Note Disclosure [Abstract] | ||
Outstanding Warrants (in shares) | 4,469,471 | |
Warrants Issued Date June 24, 2014 [Member] | ||
Warrants and Rights Note Disclosure [Abstract] | ||
Issue Date | Jun. 24, 2014 | |
Outstanding Warrants (in shares) | 27,405 | |
Exercise Price (in dollars per share) | $ 2.50 | |
Expiration Date | Jun. 24, 2020 | |
Warrants Issued Date February 25, 2015 [Member] | ||
Warrants and Rights Note Disclosure [Abstract] | ||
Issue Date | Feb. 25, 2015 | |
Outstanding Warrants (in shares) | 4,256,000 | |
Exercise Price (in dollars per share) | $ 1.18 | |
Expiration Date | Feb. 25, 2020 | |
Warrants Issued Date February 25, 2015 [Member] | ||
Warrants and Rights Note Disclosure [Abstract] | ||
Issue Date | Feb. 25, 2015 | |
Outstanding Warrants (in shares) | 115,200 | |
Exercise Price (in dollars per share) | $ 1.56 | |
Expiration Date | Feb. 18, 2020 | |
Warrants Issued Date March 2, 2015 [Member] | ||
Warrants and Rights Note Disclosure [Abstract] | ||
Issue Date | Mar. 02, 2015 | |
Outstanding Warrants (in shares) | 70,866 | |
Exercise Price (in dollars per share) | $ 1.59 | |
Expiration Date | Feb. 25, 2020 | |
Outstanding Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 610,619 | 383,427 |
Outstanding RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 23,921 | 152,631 |
ESPP [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 0 | 0 |
Options, RSUs and ESPP's [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 634,540 | 536,058 |
Weighted average exercise price of options, RSUs and ESPP's (in dollars per share) | $ 7.78 | $ 8.93 |
Warrants [Member] | Sequel Power [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 0 | 92,888 |
Warrants [Member] | Sequel Power Three [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 27,405 | 27,405 |
Warrants [Member] | Sequel Power One [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 4,256,000 | 0 |
Warrants [Member] | Underwriters [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation (in shares) | 186,066 | 0 |
Description of Business and Summary of Significant Accounting Policies (Tables) |
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Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Valuation assumptions to estimate the fair value of options | The Company utilized the following assumptions to estimate the fair value of options that were granted for the three months ended June 30, 2014. There were no options granted for the three months ended June 30, 2015.
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Stock option activity | A summary of the stock option activity during the three months ended June 30, 2015is as follows:
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Stock options outstanding | The following table summarizes information with respect to stock options outstanding as of June 30, 2015:
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Subsequent Events |
3 Months Ended | ||
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Jun. 30, 2015 | |||
Subsequent Events [Abstract] | |||
Subsequent Events |
On July 13, 2015, the Company made its first payment of principal ($167) and unpaid accrued interest ($41) on the CollabrRx acquisition promissory notes payable. On July 17, 2015, the Company filed an S-4 registration statement. The statement contained a preliminary joint proxy statement/prospectus for the plan of merger between CollabRx, Inc. and Medytox Solutions, Inc. |
Description of Business and Summary of Significant Accounting Policies (Policies) |
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Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation In the opinion of management, the unaudited condensed financial statements have been prepared on the same basis as the March 31, 2015 audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the information set forth herein. The financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (“SEC”), but omit certain information and footnote disclosures necessary to present the financial statements in accordance with GAAP. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty, and contemplate the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015, filed on June 26, 2015. The results of operations for the three months ended June 30, 2015 are not necessarily indicative of results to be expected for the entire year. |
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Comprehensive Income (Loss) | Comprehensive Income (loss) Comprehensive income (loss) is defined as the change in equity of the Company during the period from transactions and other events and circumstances, excluding transactions resulting from investments by owners and other distributions to owners. For the three months ended June 30, 2015, the Company recognized an increase in the estimated fair value of its investment in NanoVibronix, which it holds as long-term marketable securities available-for-sale. The unrealized gain on this investment for the current period is $419. For the three months ended June 30, 2014, the Company had no items of other comprehensive income (loss). Therefore the net loss in the prior period equaled the comprehensive loss for the three months ended June 30, 2014. |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could vary from those estimates. |
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Change of Accounting Estimate | Change in Accounting Estimate Upon the original acquisition of the private company called CollabRx, the Company determined that the lives of intangible assets were determined to be between 3 years to 10 years. Originally, the life of the acquired developed technology software was determined to be ten years, expiring in July 2022, and the life of the customer relationships was determined to be five years, expiring in July 2017. During the fiscal year ended March 31, 2015, the Company determined facts and circumstances existed that indicated the useful lives of these two intangible assets were shorter than originally estimated. The Company has adjusted the lives of its acquired developed technology and its customer relationships and now expects the lives of these assets to expire no later than March 2016. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash investments. The Company’s accounts receivable balance is also subject to credit risk. Substantially all of the Company’s cash equivalents are held in liquid cash accounts. The Company’s accounts receivable are derived primarily from sales to customers located in the United States. The Company performs ongoing credit evaluations of its customers and generally requires no collateral. The Company no longer maintains reserves for potential credit losses. There have been no write-offs during the periods presented. For the three months ended June 30, 2015, four customers accounted for 23.1%, 18.3%, 16.3% and 13.8%, respectively, of the Company’s revenue. For the three months ended June 30, 2014, four customers accounted for 26.1%, 23.1%, 19.6% and 18.2%, respectively, of the Company’s revenue. As of June 30, 2015, three customers accounted for 94.0% of the balance in accounts receivable. Two customers accounted for 95.1% of the balance in accounts receivable as of June 30, 2014. As of March 31, 2015, three customers accounted for 95% of our trade accounts receivable balance. |
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Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments having a maturity of three months or less on the date of purchase to be cash equivalents. As of June 30, 2015 and March 31, 2015, all of the Company’s cash equivalents are included as Level 1 assets on the fair value hierarchy, and were held in the form of money market funds in the condensed balance sheets. |
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Promissory Notes Payable | Promissory Notes Payable On July 12, 2012, the Company completed the acquisition of the private company called CollabRx, pursuant to the previously announced Agreement and Plan of Merger, dated as of June 29, 2012. As part of the purchase price, the Company assumed $500 of existing CollabRx indebtedness through the issuance of the promissory notes. The principal of the promissory notes is payable in equal installments on the third, fourth and fifth anniversaries of the date of issuance, along with the accrued but unpaid interest as of such dates. On July 13, 2015, the Company made a $208 payment of principal and accrued interest. Principal payments of $167 and $166, together with accrued interest, will be made in July 2016 and July 2017, respectively. |
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Investment | Investment On November 22, 2011, the Company completed a $300 strategic investment in NanoVibronix, Inc., (“NanoVibronix”) a private company that develops medical devices and products that implement its proprietary therapeutic ultrasound technology. The Company’s investment in NanoVibronix was in the form of a convertible promissory note that bears interest at a rate of 10% per year compounded annually, which matured on November 15, 2014. Our investment was intended to precede a possible merger of the two companies. However, those discussions were terminated by mutual agreement between the parties and NanoVibronix, Inc. continued to operate as a private company. NanoVibronix filed a registration statement with the Securities and Exchange Commission in connection with a proposed initial public offering. In connection with the planned offering, the parties agreed that the Convertible Promissory Note will be converted into common stock of NanoVibronix. On February 9, 2015 NanoVibronix filed a Form 10 with the SEC. On February 10, 2015, the series B-1 promissory note held by CollabRx was converted into Series B-1 preferred shares. Coincident with the effectiveness of this filing, the Series B-1 preferred shares held by CollabRx was converted into 204,507 shares of NanoVibronix common stock, representing 8.9% of the 2,289,682 shares of total common shares outstanding as of January 30, 2015. During the fourth quarter of fiscal year 2015, the Convertible Promissory Note was converted into a cost investment on the Company’s condensed balance sheets at the carrying value of the note upon maturity. As of March 31, 2015, the Convertible Promissory Note balance was $399, consisting of the original $300 investment and $99 in accrued interest income. At that time, the Company believed the maturity date value of the Convertible Promissory Note approximated the fair value of the investment as of March 31, 2015, as NanoVibronix did not yet have an effective market price. In May 2015, NanoVibronix, Inc. became a public company and the Company’s Chief Executive Officer became a member of the NanoVibronix, Inc. Board of Directors. For the three months ended June 30, 2015, the Company recognized an increase in the estimated fair value of its investment in NanoVibronix, which it holds as long-term marketable securities available-for-sale. The unrealized gain on this investment for the three months ended June 30, 2015 is $419. For the three months ended June 30, 2014, the Company had no items of other comprehensive income (loss). Therefore the net loss in the prior period equaled the comprehensive loss for the three months ended June 30, 2014. The unrealized gain in the current period reflects the share price of NanoVibronix on June 30, 2015. The NanoVibronix ticker symbol is “NAOV”. While this stock is thinly traded, the share price is our best estimate of the fair value of this investment. On a periodic basis, we assess whether there are any indicators that the fair value of our investment may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. |
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Accounts Receivable - Allowance for Sales Returns and Doubtful Accounts | Accounts Receivable – Allowance for Sales Returns and Doubtful Accounts As of June 30, 2015 and March 31, 2015, respectively, the Company had zero reserves for potential credit losses assuch risk was determined to be insignificant. The Company does not currently maintain an allowance for doubtful accounts receivable for potential estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes no such reserve is currently required. The Company had zero write-offs during the periods presented. The Company reviews the estimated risk of current customers’ inability to make payments on a quarterly basis to determine if any amount is uncollectible. |
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Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Each contract sale of our interpretive data is evaluated individually in regard to revenue recognition. The Company has integrated in our evaluation the related guidance included in Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the seller’s price is fixed or determinable, delivery has occurred, and collectability is reasonably assured. For arrangements that include multiple deliverables, the Company identifies separate units of accounting based on the guidance under ASC 605-25, Multiple Element Arrangements, which provides that revenue arrangements with multiple deliverables should be divided into separate units of accounting, if certain criteria are met. The consideration of the arrangement is allocated to the separate units of accounting using the relative fair value method. Applicable revenue recognition criteria are considered separately for each separate unit of accounting. Revenue from fixed price contracts is recognized primarily under the percentage of completion method. Under this method the Company recognizes estimated contract revenue and resulting income based on costs incurred to date as a percentage of the total estimated costs as the Company considers this model to best reflect the economics of these contracts. In such contracts, the Company’s efforts, measured by time incurred, typically represents the contractual milestones or output measure. If at any time during the contract period, the Company determines that a loss will occur, the Company recognizes the loss in that period. Furthermore, if in previous periods a profit was recognized under the percentage-of completion method, the profit would be reversed during the period the Company determined a loss on the contract exists. |
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Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Under ASC 740, the liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. The Company evaluates annually its ability to realize our deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. In 2015 and 2014, the Company has recorded a full valuation allowance for our deferred tax assets based on our past losses and uncertainty regarding our ability to project future taxable income. In future periods, if the Company is able to generate income the Company may reduce or eliminate the valuation allowance. |
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Fair Value Measurements | Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the Company considers what assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The Company’s financial instruments consist primarily of liquid cash accounts denominated in U.S. dollars.As of June 30, 2015, the investment balance of $818 included in the condensed balance sheets is considered Level 2 and is remeasured on a recurring basis. The value of money market funds was immaterial at June 30, 2015. |
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Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets include patents, trade names, software, non-compete agreements, customer relationships and trademarks that are amortized on a straight-line basis over periods ranging from three to ten years. The Company performs an ongoing review of its identified intangible assets to determine if facts and circumstances exist that indicate the useful life is shorter than originally estimated or the carrying amount may not be recoverable. If such facts and circumstances exist, the Company assesses the recoverability of identified intangible assets by comparing the projected undiscounted net cash flow associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. As of the current reporting period, the Company’s remaining intangible assets, not including those related to the acquisition of CollabRx, were internally developed, which have a carrying value of zero. Currently the Company expenses all costs incurred to renew or extend the term of a recognized intangible asset. With the acquisition of CollabRx, the Company acquired software, trade names, customer relationships, non-compete agreements and goodwill. The lives of the acquired intangible assets range from three to ten years. Intangible assets, except for trade names and goodwill, are amortized on a straight-line basis. Intangible assets related to trade names and goodwill are not amortized. The Company tests goodwill for impairment annually during the fourth quarter of each fiscal year. The fair values of these assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. No impairment charges for intangible assets or goodwill were recorded for the three months ended June 30, 2015 and 2014, respectively. The Company recognized $60 and $52 of amortization expense for the three month periods ended June 30, 2015 and 2014, respectively. The amortization expense included in cost of revenue is related to the acquired software and is amortized on a straight-line basis over the updated expected life of the asset, which the Company believes to be completed by the end of fiscal year 2016. |
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Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If undiscounted expected future cash flows are less than the carrying value of the assets, an impairment loss is recognized based on the excess of the carrying amount over the estimated fair value of the assets. The Company recorded $4 and $0 in disposal losses for fixed assets for the three months ended June 30, 2015 and 2014. |
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Stock-Based Compensation | Stock-Based Compensation The Company has adopted several stock plans that provide for issuance of equity instruments to our employees and non-employee directors. Our plans include incentive and non-statutory stock options and restricted stock awards. These equity awards generally vest ratably over a four-year period on the anniversary date of the grant, and stock options expire ten years after the grant date. Certain restricted stock awards may vest on the achievement of specific performance targets. The Company also had an Employee Stock Purchase Plan (“ESPP”), allowing qualified employees to purchase Company shares at 85% of the fair market value on specified dates. The ESPP was allowed to expire on July 22, 2014 and has not been renewed. Total stock-based compensation related to stock options and restricted stock units (“RSUs”) for the three months ended June 30, 2015 and 2014 was $36 and $94, respectively. The Company utilized the following valuation assumptions to estimate the fair value of options that were granted for the three month periods ended June 30, 2015 and 2014, respectively. The Company utilized the following assumptions to estimate the fair value of options that were granted for the three months ended June 30, 2014. There were no options granted for the three months ended June 30, 2015.
The Company’s ESPP plan expired in the prior fiscal year. No ESPP awards were made in the current period nor are any future ESPP awards expected to be made. Prior ESPP awards were valued using the Black-Scholes option pricing model with expected volatility calculated using a six-month historical volatility. Valuation and Other Assumptions for Stock Options Valuation and Amortization Method. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The Company estimates the fair value using a single option approach and amortizes the fair value on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. Expected Term. The expected term of options granted represents the period of time that the options are expected to be outstanding. The Company estimates the expected term of options granted based on our historical experience of exercises including post-vesting exercises and termination. Expected Volatility. The Company estimates the volatility of our stock options at the date of grant using historical volatilities. Historical volatilities are calculated based on the historical prices of our common stock over a period at least equal to the expected term of our option grants. Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option pricing model on U.S. Treasury yield curve in effect at the time of grant for zero-coupon issues with remaining terms equivalent to the expected term of our option grants. Dividends. The Company has never paid any cash dividends on common stock and the Company does not anticipate paying any cash dividends in the foreseeable future. Forfeitures. The Company uses historical data to estimate pre-vesting option forfeitures. The Company record stock-based compensation only for those awards that are expected to vest. During the three months ended June 30, 2015, the Company granted no options either to any current employees or to any current members of the Board of Directors. Stock Options A summary of the stock option activity during the three months ended June 30, 2015is as follows:
The aggregate intrinsic value of stock options outstanding as of June 30, 2015 is calculated as the difference between the exercise price of the underlying options and the market price of our common stock as of June 30, 2015. The following table summarizes information with respect to stock options outstanding as of June 30, 2015:
As of June 30, 2015, there was $197 of total unrecognized compensation cost related to outstanding options which the Company expects to recognize over an estimated weighted average period of 1.38years. Restricted Stock Units The Company had no activity related to unvested RSUs in the current period. Unvested Restricted Stock as of June 30, 2015 As of June 30, 2015, there was no amount of total unrecognized compensation cost related to outstanding RSUs. All related expenses were previously recognized. In the three months ending June 30, 2015, the Company did not grant any RSUs. |
Earnings Per Share (EPS) (Tables) |
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Earnings Per Share (EPS) [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Calculation of basic and diluted net loss per common share | The following table represents the calculation of basic and diluted net loss per common share:
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Schedule of antidilutive securities excluded from computation of earnings per share | The following shares of common stock equivalents were excluded from the computation of diluted earnings per share for the three months ended June 30, 2015 and 2014 because including them would have been anti-dilutive.
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Schedule of warrants outstanding to purchase the Company's stock | At June 30, 2015, the Company had the following warrants outstanding to purchase the Company’s stock:
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Commitments and Contingencies (Details) - USD ($) $ in Thousands |
3 Months Ended | |
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Jun. 30, 2015 |
Jun. 30, 2014 |
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Commitments and Contingencies [Abstract] | ||
Expiry period of non-cancelable operating leases | 3 years | |
Operating Leases, Future minimum payments due [Abstract] | ||
2016 | $ 95 | |
2017 | 129 | |
2018 | 54 | |
Total minimum lease payments | 278 | |
Continuing Operations [Member] | ||
Schedule of Operating Lease Rent Expense [Line Items] | ||
Rent expense for operating leases | $ 32 | $ 31 |
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | ||||
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Jun. 30, 2015 |
Jun. 30, 2014 |
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Cash flows from operating activities: | |||||
Net loss | $ (1,345) | $ (1,248) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Stock based compensation expense | 36 | 94 | |||
Depreciation | 10 | 9 | |||
Loss on disposal of property and equipment | 4 | 0 | |||
Amortization of intangible assets | 60 | 52 | |||
Accrued interest on convertible note receivable | 0 | (9) | |||
Deferred taxes | (23) | (21) | |||
Accrued interest on promissory note payable | 8 | 2 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (104) | 24 | |||
Prepaid expenses and other current assets | (74) | (63) | |||
Deferred financing costs | 0 | 162 | |||
Accounts payable and accrued expenses | (100) | 191 | |||
Deferred revenue | 106 | 79 | |||
Current assets and liabilities from discontinued operations, net | 0 | (5) | |||
Net cash used in operating activities | (1,422) | (733) | |||
Cash flows from investing activities: | |||||
Acquisition of property and equipment | (15) | (13) | |||
Net cash used in investing activities | (15) | (13) | |||
Cash flows from financing activities: | |||||
Proceeds from at-the-market facility | 0 | 23 | |||
Proceeds from sale of common stock, net of expenses of $466 | 0 | 1,361 | |||
Net cash provided by financing activities | 0 | 1,384 | |||
Net cash increase/(decrease) in cash and cash equivalents | (1,437) | 638 | |||
Cash and cash equivalents, beginning | 7,521 | [1] | 1,430 | ||
Cash and cash equivalents, ending | 6,084 | 2,068 | |||
Supplemental disclosure of non-cash activities: | |||||
Unrealized gain on available-for-sale securities | 419 | 0 | |||
Over accrued financing costs | $ 9 | $ 0 | |||
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Geographical and Segment Information |
3 Months Ended | ||
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Jun. 30, 2015 | |||
Geographical and Segment Information [Abstract] | |||
Geographical and Segment Information |
For the periods presented, the Company’s sourceof revenue was related to genomics based technology information services. The Company’s chief operating decision-maker has been identified as the President and Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. For geographical reporting, revenues are attributed to the geographic location in which the customers’ facilities are located. Long-lived assets consist of property, plant and equipment and are attributed to the geographic location in which they are located. For all periods presented, revenues by geographic region were all in the United States. Additionally, all long-lived, intangible and goodwill assets are located in the United States. |