Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Jul. 25, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Majesco | |
Entity Central Index Key | 1,626,853 | |
Trading Symbol | mjco | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 36,527,566 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 9,452 | $ 11,635 |
Short term investments | 818 | 829 |
Restricted cash | 54 | 53 |
Accounts receivables, net | 13,395 | 12,227 |
Unbilled accounts receivable | 11,633 | 8,563 |
Prepaid expenses and other current assets | 6,230 | 5,961 |
Total current assets | 41,582 | 39,268 |
Property and equipment, net | 3,418 | 3,659 |
Intangible assets, net | 8,213 | 8,708 |
Deferred income tax assets | 6,748 | 5,874 |
Other assets | 292 | 289 |
Goodwill | 32,216 | 32,216 |
Total Assets | 92,469 | 90,014 |
CURRENT LIABILITIES | ||
Capital lease obligations | 244 | 310 |
Loans from banks | 7,715 | 2,561 |
Accounts payable | 2,721 | 2,923 |
Accrued expenses and other liabilities | 13,213 | 14,911 |
Deferred revenue | 11,057 | 10,982 |
Total current liabilities | 34,950 | 31,687 |
Capital lease obligations, net of current portion | 167 | 288 |
Term loan- bank | 10,000 | 10,000 |
Other | 2,225 | 2,191 |
Total Liabilities | 47,342 | 44,166 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $0.002 per share - 50,000,000 shares authorized as of June 30, 2017 and March 31, 2017, NIL shares issued and outstanding as of June 30, 2017 and March 31, 2017 | ||
Common stock, par value $0.002 per share - 450,000,000 shares authorized as of June 30, 2017 and March 31, 2017; 36,527,566 shares issued and outstanding as of June 30, 2017 and 36,508,203 shares issued and outstanding as of March 31, 2017 | 73 | 73 |
Additional paid-in capital | 72,074 | 71,343 |
Accumulated deficit | (26,932) | (25,282) |
Accumulated other comprehensive loss | (88) | (286) |
Total stockholders' equity | 45,127 | 45,848 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 92,469 | $ 90,014 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.002 | $ 0.002 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.002 | $ 0.002 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares, issued | 36,527,566 | 36,508,203 |
Common stock, shares outstanding | 36,527,566 | 36,508,203 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 27,922 | $ 32,554 |
Cost of revenue | 16,016 | 17,802 |
Gross profit | 11,906 | 14,752 |
Operating expenses | ||
Research and development expenses | 3,930 | 4,528 |
Selling, general and administrative expenses | 10,312 | 10,659 |
Total operating expenses | 14,242 | 15,187 |
Income/(Loss) from operations | (2,336) | (435) |
Interest income | 6 | 8 |
Interest expense | (121) | (208) |
Other (expenses), net | (43) | (2) |
Income /(Loss) before provision for income taxes | (2,494) | (637) |
(Benefit)/Provision for income taxes | (844) | (87) |
Net Income/(Loss) | $ (1,650) | $ (550) |
Earnings/(Loss) per share: | ||
Basic (in dollars per shares) | $ (0.05) | $ (0.02) |
Diluted (in dollars per share) | $ (0.05) | $ (0.02) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 36,509,773 | 36,451,606 |
Diluted (in shares) | 36,509,773 | 36,451,606 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income/(Loss) | $ (1,650) | $ (550) |
Other comprehensive income/(loss), net of tax: | ||
Foreign currency translation adjustments | 189 | (205) |
Unrealized gains/(loss) on cash flow hedges | 9 | (88) |
Other comprehensive income (loss) | 198 | (293) |
Comprehensive Income/(loss) | $ (1,452) | $ (843) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Net cash flows from operating activities | ||
Net Income/ (Loss) | $ (1,650) | $ (550) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation on property & equipment | 563 | 417 |
Amortization of intangibles | 705 | 695 |
Stock based compensation | 655 | 322 |
Unrealised cash flow hedges | 9 | (88) |
Deferred income taxes | (872) | |
Change in Assets and Liabilities: | ||
Decrease / (increase) in accounts receivable, billed and unbilled | (4,101) | 5,945 |
Decrease / (increase) in prepaid expenses and other current assets | (248) | 445 |
Increase in other non-current assets | (4) | (395) |
Increase / (decrease) in accounts payable | (205) | 825 |
Decrease in accrued expenses and other liabilities | (1,706) | (2,210) |
Increase in deferred revenue and other non-current liabilities | 84 | 429 |
Net cash (used) from operating activities | (6,770) | 5,835 |
Net cash flows from investing activities | ||
Purchase of property and equipment | (313) | (797) |
Purchase of intangible assets | (209) | (162) |
Proceeds from sale of tangible assets | 62 | |
Proceeds from sale of intangible assets | 6 | |
Cash (used)from investments | 24 | (39) |
Decrease in restricted cash | 1 | 1 |
Net cash (used) by investing activities | (497) | (929) |
Net cash flows from financing activities | ||
Payment of capital lease obligations | (188) | (32) |
Repayment of loans | (4,652) | |
Receipt of loan proceeds | 5,154 | 8,600 |
Net cash generated by financing activities | 4,966 | 3,916 |
Effect of foreign exchange rate changes on cash and cash equivalents | 118 | (159) |
Net (decrease)/increase in cash and cash equivalents | (2,183) | 8,663 |
Cash and cash equivalents, beginning of the period | 11,635 | 5,520 |
Cash and cash equivalents at end of the period | $ 9,452 | $ 14,183 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Majesco is a global provider of core insurance software, consulting services and other insurance technology solutions for business transformation for the insurance industry. We offer core insurance software solutions for property and casualty/general insurance (“P&C”), life and annuity (“L&A”) and pensions group/employee benefits providers, allowing them to manage policy administration, claims management and billing functions. In addition, we offer a variety of other technology-based solutions that are designed to enable organizations to automate and innovate business processes across the end-to-end insurance value chain and comply with policies and regulations across their organizations. Our solutions enable customers to respond to evolving market needs and regulatory changes, while improving the efficiency of their core operations, thereby increasing revenues and reducing costs. Majesco’s customers are insurers, managing general agents and other risk providers from the P&C, L&A and group insurance segments worldwide. Majesco was previously 100% owned (directly or indirectly) by Mastek Ltd. (“Mastek Ltd.”), a publicly traded limited company domiciled in India whose equity shares are listed on the Bombay Stock Exchange and the National Stock Exchange (India). Mastek Ltd. underwent a demerger through a scheme of arrangement under India’s Companies Act, 1956 pursuant to which its insurance related business was separated from Mastek Ltd.’s non-insurance related business and the insurance related operations of Mastek Ltd. that were not directly owned by Majesco were contributed to Majesco (the “Reorganization”). The Reorganization was completed on June 1, 2015. Majesco, along with its subsidiaries, operates in the United States, Canada, Mexico, the United Kingdom, Malaysia, Singapore, Thailand and India (hereinafter referred to as the “Group”). Merger with Cover-All Technologies Inc. On June 26, 2015, Cover-All Technologies Inc. (“Cover-All”), an insurance software company listed on NYSE MKT, merged into Majesco in a 100% stock-for-stock merger, with Majesco surviving the merger. In connection with the merger, Majesco’s common stock was listed on the NYSE MKT and began trading on the NYSE MKT on June 29, 2015. Pursuant to the merger, Cover-All’s stockholders and holders of its options and restricted stock units received equity or equity interests in Majesco representing approximately 16.5% of the total capitalization of the combined company in the merger. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. The March 31, 2017 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on June 16, 2017 (the “Annual Report”), but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations and financial position have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report. In connection with the merger with Cover-All, the Group’s Board of Directors and stockholders approved a one for six reverse stock split of the Group’s common stock. The reverse stock split became effective June 22, 2015. All share and per share amounts in the consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital. Mastek Ltd. maintained benefit and stock-based compensation programs at the parent company level. After the demerger of Mastek Ltd., which became effective on June 1, 2015, the Group employees who participated in those programs were allotted options of Majesco’s parent company, Majesco Limited, in the same proportion in addition to the existing options of Mastek Ltd., which these employees already had. The consolidated Balance Sheets do not include any outstanding equity related to the stock-based compensation programs of Mastek Ltd. but include outstanding equity related to the equity-based compensation programs of Majesco Limited. b. Significant Accounting Policies For a description of all significant accounting policies, see Note 2, Summary of Significant Accounting Policies, of the Notes to the consolidated financial statements included in our Annual Report. There have been no material changes to our significant accounting policies since the filing of the Annual Report. c. Principles of Consolidation The Group’s consolidated financial statements include the accounts of Majesco and its wholly owned subsidiaries, Cover-All Systems, Inc., Majesco Canada Ltd., Majesco Software and Solutions Inc. (“MSSI”), Majesco Sdn. Bhd., Majesco UK Limited, Majesco (Thailand) Co., Ltd., Majesco Software and Solutions India Private Limited and Majesco Asia Pacific Pte Ltd. as of June 30, 2017. All material intercompany balances and transactions have been eliminated in consolidation. d. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, income taxes, goodwill, and stock-based compensation. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 3. RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting and Auditing Development Income Taxes Balance Sheet Classification of Deferred Taxes In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes Improvements on Employee Share-Based Payment Accounting In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Improvements on Employee Share-Based Payment Accounting (Topic 718)” (“ASU 2016-09”), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for annual periods beginning after December 15, 2016 and interim periods within those years. Early adoption is permitted. The standard will be effective for the Company beginning April 1, 2017. Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which provides guidance for revenue recognition. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, deferring the effective date of this standard. As a result, the ASU and related amendments will be effective for the Company for its fiscal year beginning April 1, 2018, including interim periods within that fiscal year. Subsequently, the FASB issued ASU No. 2016-08, Principal Versus Agent Consideration (or Reporting Revenue Gross versus Net) in March 2016, ASU No. 2016-10, Identifying Performance Obligations and Licensing in April 2016, and ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients in May 2016. These amendments clarified certain aspects of Topic 606 and will also be effective for the Company for its fiscal year beginning April 1, 2018. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts. Preliminarily the Company plans to adopt these ASUs (collectively, Topic 606) on April 1, 2018. Topic 606 permits two methods of adoption: retrospectively to each prior reporting period presented (the “Full Retrospective Method”), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the “Modified Retrospective Method”). The Company currently intends to apply the Modified Retrospective Method. Although the Company does not expect a material impact on revenues upon adoption, the Company is currently evaluating the impact the adoption will have on its consolidated financial statements. The Company is continuing to evaluate the impact to its revenues related to its pending adoption of Topic 606 and its preliminary assessments are subject to change. It is also continuing to evaluate the provisions of Topic 606 related to costs for obtaining customer contracts. Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides a more robust framework to use in determining when a set of assets and activities is a business. The standard will be effective for the Company beginning April 1, 2018. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to report changes in cash, cash equivalents, and restricted cash. The standard will be effective for the Company beginning August 1, 2018. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The standard will be effective for the Company beginning April 1, 2018. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. Income Tax Consequences of an Intra-Entity Transfer of Assets Other Than Inventory (Topic 740) In October 2016, the FASB issued ASU 2016-16, Income Taxes — Intra-Entity Transfers of Assets Other Than Inventory (Topic 740), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard must be adopted using a modified retrospective transition method which is a cumulative-effective adjustment to retained earnings as of the beginning of the first effective reporting period. The standard will be effective for the Company beginning April 1, 2018. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. Accounting for Leases (Topic 842) In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard will be effective for the Company beginning April 1, 2019. The Company is currently evaluating the impact this update will have on its consolidated financial statements. Simplifying the Test for Goodwill Impairment (Topic 350) In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removes the requirement for an entity to calculate the implied fair value of goodwill (as part of step 2 of the current goodwill impairment test) in measuring a goodwill impairment loss. The standard will be effective for the Company beginning April 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact this update will have on its consolidated financial statements. Emerging Growth Company The Group is an “emerging growth company” under the federal securities laws and is subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Group has taken the advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply fully with public company accounting standards effective dates. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The Group’s financial instruments consist primarily of cash and cash equivalents, short term investments in time deposits, restricted cash, derivative financial instruments, accounts receivables, unbilled accounts receivable, accounts payable, contingent consideration liability and accrued liabilities. The carrying amount of cash and cash equivalents, short term investments in time deposits, restricted cash, accounts receivables, unbilled accounts receivable, accounts payable and accrued liabilities as of the reporting date approximates their fair market value due to the relatively short period of time of original maturity tenure of these instruments. Basis of Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity, which require the Group to develop its own assumptions. The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of June 30, 2017 and March 31, 2017: As of June 30, 2017 March 31, 2017 Assets Level 2 Derivative financial instruments (included in the following line items in the Consolidated balance sheets) Prepaid expenses and other current assets $ 121 $ 99 Other Assets $ 14 - Other Liabilities (10 ) Accrued expenses and other liabilities (33 ) - $ 102 $ 89 Level 3 Contingent consideration Other liabilities $ - $ - Accrued expenses and other liabilities (774 ) (756 ) $ (774 ) $ (756 ) Total $ (672 ) $ (667 ) The following table presents the change in level 3 instruments: As of and for the three months ended June 30, 2017 June 30, 2016 Opening balance $ (756 ) $ (593 ) Additions - - Total (Losses)/gains recognized in Statement of Operations (18 ) (37 ) Settlements - - Closing balance $ (774 ) $ (630 ) Contingent consideration pertaining to the acquisition of the consulting business of Agile Technologies, LLC, a New Jersey limited liability company (“Agile”), as of December 31, 2015 has been classified under level 3 as the fair valuation of such contingent consideration has beencalculated using one or more of the significant inputs which are not based on observable market data. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity included the Group’s probability assessments of expected future cash flows related to its acquisition of the consulting business of Agile during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the asset purchase agreement (the “Agile Agreement”) dated December 12, 2014, as amended on January 26, 2016. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity included the Group’s probability assessments of expected future cash flows related to its acquisition of the Agile business during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the Agile Agreement, respectively. The total (losses)/gains attributable to contingent consideration payable for the acquisition of the Agile business were $(18) and $(163) for the three months ended June 30, 2017 and the fiscal year ended March 31, 2017. The fair value of derivative financial instruments is determined based on observable market inputs and valuation models. The derivative financial instruments are valued based on valuations received from the relevant counter-party (i.e., bank). The fair value of the foreign exchange forward contract and foreign exchange par forward contract has been determined as the difference between the forward rate on the reporting date and the forward rate on the original transaction, multiplied by the transaction’s notional amount (with currency matching). The Group paid $1.1 million to Agile as earn-out consideration in the fiscal year ended March 31, 2017. The Group paid $1.5 million to Agile as earn-out consideration in the fiscal year ended March 31, 2016. |
CAPITAL LEASE OBLIGATIONS
CAPITAL LEASE OBLIGATIONS | 3 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
CAPITAL LEASE OBLIGATIONS | 5. CAPITAL LEASE OBLIGATIONS The Group leases vehicles and furniture under capital leases which are stated at the present value of the minimum lease payments. The gross stated amounts for such capital leases are $102 and $101 and related accumulated depreciation recorded under capital leases are $47 and $42 respectively, as of June 30, 2017 and March 31, 2017. At the termination of the leases, the Group has an option to receive title to the assets at no cost or for a nominal payment. Majesco foreclosed all the capital leases for vehicles as of June 30, 2017 and there is no further obligation against such leases. Depreciation expenses in respect of assets held under capital leases were $5 for the three months ended June 30, 2017 compared to $7 for the three months ended June 30, 2016. The following is a schedule of the future minimum lease payments under our capital leases, together with the present value of these net minimum lease payments as of June 30, 2017: Year ended Amount 2018 11 2019 - Total minimum lease payments $ 11 Less: Interest portion 1 Present value of net minimum capital leases payments $ 10 The Group acquired software under a hire purchase arrangement which is stated at the present value of the minimum instalment payments. The gross stated amount for such software is $460 and $459 and related accumulated depreciation is $45 and $23, respectively as of June 30, 2017 and Mach 31, 2017. |
BORROWINGS
BORROWINGS | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
BORROWINGS | 6. BORROWINGS Line of Credit On March 25, 2011, the Group entered into a secured revolving working capital line of credit facility (the “Credit Facility”) with ICICI Bank Limited (“ICICI”) under which the maximum borrowing limit was $5,000. The interest rate on the credit facility at March 31, 2016 was the three-month LIBOR plus 350 basis points and increased to the three-month LIBOR plus 375 basis points with the second extension of this facility described below. On January 20, 2017, the Group paid in full the balance under this facility with proceeds from a new $10,000 receivables purchase facility with HSBC Bank USA, National Association (“HSBC”) described below, and this facility was terminated. The interest rate on the credit facility was 4.75% at January 20, 2017. The credit facility was guaranteed by Mastek Ltd., subject to the terms and conditions set forth in the guarantee. The credit facility initially matured on November 11, 2015. On November 20, 2015, the Group extended this line of credit to February 11, 2016. The facility was further extended to May 9, 2016 and again extended to May 15, 2017. Majesco paid a processing fee of $12.50 in connection with the second extension and a processing fee of $50.83 in connection with the third extension. In connection with these extensions of the Majesco line of credit, Mastek Ltd. also extended its guarantee of such line of credit. Majesco has agreed to pay a fee and indemnify Mastek Ltd. against any payments made by Mastek Ltd. in connection with this guarantee. On repayment of this facility, the guarantee by Mastek Ltd. of this facility was also terminated and the Group’s liability to Mastek Ltd. regarding this guarantee also ceased to exist. This facility was secured by a continuing first priority lien on and security interest in, among other things, all of Majesco’s personal property and assets (both tangible and intangible), including accounts receivable, cash, certificated and uncertificated securities and proceeds of any insurance or indemnity payable to the Group with respect to the collateral. This facility contained financial covenants, as well as restrictions on, among other things, the ability of the Group to incur debt or liens; make loans and investments; enter into mergers, acquisitions and other business combinations; engage in asset sales; or amend its governing documents. This facility also restricted the Group from paying dividends upon and during the continuation of an event of default. MSSIPL Facilities On June 30, 2015, the Group’s subsidiary, Majesco Software and Solutions India Pvt. Ltd. (“MSSIPL”), entered into a secured Pre Shipment in Foreign Currency and Post Shipment in Foreign Currency (“PCFC”) facility with Yes Bank under which MSSIPL may request 3 months pre-export advances and advances against export collection bills. The maximum borrowing limit is 300 million Indian rupees, or approximately $4,645 at the exchange rate in effect on June 30, 2017. The interest rate on this PCFC facility is LIBOR plus 275 basis points. The interest rate on this PCFC facility is determined at the time of each advance. This PCFC facility is secured by a first pari passu charge over the current assets of MSSIPL. Excess outstanding beyond 100 million Indian rupees is to be backed by 100% goodwill fixed deposit receipts in MSSIPL or Majesco Limited. As of June 30, 2017, the Group was in compliance with the terms of this facility. On September 27, 2016, MSSIPL extended this PCFC facility to June 17, 2017. The facility is currently under review by Yes Bank for further extension. On May 9, 2017, the Group’s subsidiary, MSSIPL, and Standard Chartered Bank entered into an Export Invoice Financing Facility, Working Capital Overdraft Facility, Short Term Loans Facility, Bonds and Guarantees Facility and Pre Shipment Financing Under Export Orders Facility (the “Combined Facility”) pursuant to which Standard Chartered Bank agrees to a Combined Facility of up to 200 million Indian rupees (or approximately $3,097 at exchange rates in effect on June 30, 2017). The Export Invoice Financing Facility is for the financing of MSSIPL’s sale of goods, as evidenced by MSSIPL’s invoice to the customer. Each amount drawn is required to be repaid within 90 days. The interest on this facility is based on the marginal cost of funds based lending rate (“MCLR”) plus a margin to be agreed with Standard Chartered Bank at the time of each drawdown. The MCLR is to be determined on the date of each disbursement and be effective until repayment. Interest will accrue from the utilization date to the date of repayment or payment of that utilization. The Working Capital Overdraft Facility and the Short Term Loans Facility are for working capital purposes and subject to sub-limits. The interest on these facilities is based on the MCLR plus a margin to be agreed with Standard Chartered Bank at the time of each borrowing. The MCLR is to be determined on the date of each disbursement and be effective until repayment or maturity. Interest will accrue from the draw down date up to the repayment or maturity date. The Bonds and Guarantees Facility is for the issuance of guarantees and subject to commissions as agreed with Standard Chartered Bank from time to time. The Pre Shipment Financing Under Export Orders Facility is for the purchase of raw material, processing, packing, transportation, warehousing and other expenses and overheads incurred by MSSIPL to ready goods for sale. The interest on this facility is based on the MCLR plus a margin to be agreed with Standard Chartered Bank at the time of each borrowing. The MCLR is to be determined on the date of utilization and be effective until repayment. Interest will accrue from the utilization date up to the repayment date. The interest under the Combined Facility may be changed by Standard Chartered Bank upon the occurrence of certain market disruption events. The Combined Facility is secured by a first pari passu security interest over the current assets of MSSIPL. MSSIPL was in compliance under the terms of this Combined Facility as of June 30, 2017. The outstanding loan balance under this Combined Facility as of June 30, 2017 is as follows: Date of loan Repayable on June 30, Rate of June 08, 2017 September 06, 2017 $ 2,000 3.221 % Term Loan Facility On March 23, 2016, Majesco entered into a Loan Agreement (the “Loan Agreement”) with HSBC pursuant to which HSBC agreed to extend loans to Majesco in the amount of up to $10,000 and Majesco issued a promissory note to HSBC in the maximum principal amount of $10,000 or any lesser amount borrowed under the Loan Agreement (the “Note”, and together with the “Loan Agreement”, the “Facility”). The outstanding principal balance of the loan bears interest based on LIBOR plus a margin in effect on the first day of the relevant interest period. Until January 1, 2018, only interest will be payable under the loan. Commencing on January 1, 2018, and on each January 1 and July 1 thereafter until July 1, 2020, installments of principal in the amount of $1,667 shall be due and payable semi-annually. All principal and interest outstanding under the Note shall be due and payable on March 1, 2021. The Facility is unsecured and supported by a letter of credit issued by a bank of $10,000, which is secured by a cash pledge of the Group’s parent company, Majesco Limited. As of June 30, 2017, the Group had $10,000 outstanding under this Facility. The Facility contains affirmative covenants that require Majesco to furnish financial statements to HSBC and cause Majesco Limited to maintain (1) a Net Debt-to-EBITDA Ratio (as defined in the Loan Agreement) of not more than (a) 5.00 to 1.00 as of the last day of its 2017 fiscal year and (b) 2.50 to 1.00 as of the last day of each fiscal year thereafter, and (2) a Debt Service Coverage Ratio (as defined in the Loan Agreement) of not less than 1.50 to 1.00 as of the last day of each fiscal year. The Facility contains restrictive covenants on Majesco, including restrictions on declaring or paying dividends upon and during the continuation of an event of default, incurring additional indebtedness, selling material portions of its assets or undertaking other substantial changes to the business, purchasing or holding securities for investment, and extending credit to any person outside the ordinary course of business. The Facility also restricts any transfer or change in, or assignment or pledge of the ownership or control of Majesco which would cause Majesco Limited to directly own less than fifty one percent (51%) of the issued and outstanding equity interests in Majesco. The Facility also restricts Majesco Limited from incurring any Net Debt (as defined in the Loan Agreement) in excess of $25,000 at any time prior to April 1, 2017. The Facility also contains customary events of default provision and indemnification provisions whereby Majesco will indemnify HSBC against all losses or damages related to the Facility, provided, however, that Majesco shall not have any indemnification obligations to HSBC for any claims caused by HSBC’s gross negligence or willful misconduct. Majesco may use the loan proceeds solely for the purpose of refinancing existing indebtedness, capital expenditures and working capital and other general corporate purposes. Majesco used the proceeds from the Facility to refinance indebtedness, to fund capital expenditures and for working capital and other general corporate purposes. Receivable Purchase Facility On January 13, 2017, Majesco and its subsidiaries Majesco Software and Solutions Inc. (“MSSI”), and Cover-All Systems, jointly and severally entered into a Receivable Purchase Agreement with HSBC pursuant to which HSBC may advance funds against receivables at an agreed advance rate. The outstanding aggregate amount of all advances may not exceed a $10,000 facility limit. The facility bears interest at two (2%) per cent plus the ninety (90) day LIBOR rate. HSBC will also receive an arrangement fee equal to .20% of the facility limit and a facility review fee equal to .20% of the facility limit. Majesco will serve as HSBC’s agent for the collection of receivables, and Majesco will collect and otherwise enforce payment of the receivables. The term of the Receivable Purchase Agreement is for a minimum period of twelve (12) months and shall continue unless terminated by either party. Either party may terminate the Receivable Purchase Agreement at any time upon sixty (60) days’ prior written notice to the other party. The Receivable Purchase Agreement will provide additional liquidity to us for working capital and other general corporate purposes. As of June 30, 2017, Majesco had $5,715 outstanding under this Facility. Majesco used proceeds from this facility to refinance the ICICI facility described above, to fund capital expenditures and for working capital and other general corporate purposes. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 7. DERIVATIVE FINANCIAL INSTRUMENTS The following table provides information of fair values of derivative financial instruments: Asset Liability Noncurrent* Current* Noncurrent* Current* As of June 30, 2017 Designated as hedging instruments under Cash Flow Hedges Foreign exchange forward contracts $ 14 $ 121 $ 25 $ 8 Total $ 14 $ 121 $ 25 $ 8 As of March 31, 2017 Designated as hedging instruments under Cash Flow Hedges Foreign exchange forward contracts $ 0 $ 99 $ 10 $ 0 $ 0 $ 99 $ 10 $ 0 The noncurrent and current portions of derivative assets are included in ‘Other assets’ and ‘Prepaid expenses and other current assets,’ respectively, and the noncurrent and current portions of derivative liabilities are included in ‘Other liabilities’ and ‘Accrued expenses and other liabilities,’ respectively, in the consolidated balance sheet. Cash Flow Hedges and Other Derivatives We use foreign currency forward contracts and par forward contracts to hedge our risks associated with foreign currency fluctuations related to certain commitments and forecasted transactions. The use of hedging instruments is governed by our policies which are approved by our Board of Directors. We designate these hedging instruments as cash flow hedges. Derivative financial instruments we enter into that are not designated as hedging instruments in hedge relationships are classified as financial instruments at fair value in the statement of operations. The aggregate contracted USD principal amounts of the Group’s foreign exchange forward contracts (sell) outstanding as of June 30, 2017 amounted to $10,500 and as of March 31, 2017 amounted to nil, respectively. The aggregate contracted Great Britain Pound (“GBP”) principal amounts of the Group’s foreign exchange forward contracts (sell) outstanding as of June 30, 2017 amounted to GBP 2,145 and as of March 31, 2017 amounted to GBP 2,080, respectively. The outstanding forward contracts as of June 30, 2017 mature between one month and 24 months. As of June 30, 2017, the Group estimates that $68, net of tax, of the net gains related to derivatives designated as cash flow hedges recorded in accumulated other comprehensive income (loss) is expected to be reclassified into earnings within the next 24 months. The related cash flow impacts of all of our derivative activities are reflected as cash flows from operating activities. The following table provides information on the amounts of pre-tax gains/(losses) recognized in and reclassified from Accumulated Other Comprehensive Income “AOCI” of derivative instruments designated as cash flow hedges: Amount of Gain/(Loss) recognized in AOCI (effective portion) Amount of gain/(Loss) reclassified from AOCI to Statement of Operations (Revenue) For the three months ended June 30, 2017 Foreign exchange forward contracts $ (14) $ (21) Total $ (14) $ (21) For the three months ended June 30, 2016 Foreign exchange forward contracts $ (53) $ (80) Total $ (53) $ (80) |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Jun. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | 8. ACCUMULATED OTHER COMPREHENSIVE INCOME Changes in accumulated other comprehensive income by component was as follows: Three months ended Three months ended Before Tax Net of Before Tax Net of Other comprehensive income Foreign currency translation adjustments Opening balance $ (345 ) $ - $ (345 ) $ 222 $ — $ 222 Change in foreign currency translation adjustments 189 - 189 (205 ) — (205 ) Closing balance $ (156 ) $ - $ (156 ) $ 17 $ — $ 17 Unrealized gains/(losses) on cash flow hedges Opening balance $ 89 $ (30 ) $ 59 $ 176 $ (59 ) $ 117 Unrealized gains/(losses) on cash flow hedges 35 (12 ) 23 (53 ) 18 (35 ) Reclassified to Revenue (21 ) 7 (14 ) (80 ) 27 (53 ) Net change $ 14 $ (5 ) $ 9 $ (133 ) $ 45 $ (88 ) Closing balance $ 103 $ (35 ) $ 68 $ 43 $ (14 ) $ 29 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES The Group recognized income tax provision/(benefit) of $(844), for the three months ended June 30, 2017 and recognized income tax provision/(benefit) of $(87) for the three months ended June 30, 2016. The benefit during the three months ended June 30, 2017 is mainly on account of the creation of deferred tax assets on the pre-tax income. The effective tax rate of 34% for the three months ended June 30, 2017 differs from the statutory US federal income tax rate of 39.3% mainly due to equity-based compensation, the impact of different tax jurisdictions and over accruals of prior periods. |
EMPLOYEE STOCK OPTION PLAN
EMPLOYEE STOCK OPTION PLAN | 3 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EMPLOYEE STOCK OPTION PLAN | 10. EMPLOYEE STOCK OPTION PLAN Majesco 2015 Equity Incentive Plan In the three months ended June 30, 2017, we recognized $355 in equity-based compensation expense in our consolidated financial statements compared to $322 in the three months ended June 30, 2016. In June 2015, Majesco adopted the Majesco 2015 Equity Incentive Plan (the “2015 Plan”). Under the 2015 Plan, options and stock awards for the purchase of up to 3,877,263 shares may be granted by the Compensation Committee of the Board of Directors to our employees, consultants and directors at an exercise or grant price determined by the Compensation Committee of the Board of Directors on the date of grant. Options may be granted as incentive or nonqualified stock options with a term of not more than ten years. The 2015 Plan allows the grant of restricted or unrestricted stock awards or awards denominated in stock equivalent units or any combination of the foregoing, which may be paid in common stock or other securities, in cash, or in a combination of common stock or other securities and cash. On June 30, 2017, an aggregate of 1,059,538 shares were available for grant under the 2015 Plan. Majesco uses the Black-Scholes-Merton option-pricing model (“Black-Scholes”) to measure fair value of the share-based awards. The Black-Scholes model requires us to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected stock price volatility, the expected life of the option award, the risk-free interest rate of return and dividends during the expected term. - Expected volatilities are based on peer entities as the historical volatility of Majesco’s common stock is limited. - In accordance with ASC 718, Majesco uses the simplified method for estimating the expected term when measuring the fair value of employee stock options using the Black-Scholes option pricing model. Majesco believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. - The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yields for an equivalent term at the time of grant. - Majesco does not anticipate paying dividends during the expected term. As of June 30, Variables (range) 2017 2016 Expected volatility 41%–50 % 41%–50 % Weighted-average volatility 41 % 41 % Expected dividends 0 % 0 % Expected term (in years) 3-5 3-5 Risk-free interest rate 0.46 % 0.46 % As of June 30, 2017, there was $3,477 of total unrecognized compensation costs related to non-vested share-based compensation arrangements previously granted by Majesco. That cost is expected to be recognized over a weighted-average period of 2.7 years. A summary of the outstanding common stock options under the 2015 Plan is as follows: Shares Exercise Price Weighted-Average Weighted-Average Balance, April 1, 2017 2,868,642 $ 4.79 – 7.72 8.91years $ 5.34 Granted 30,000 5.55 — 5.55 Exercised (2,083 ) 4.92 — 4.92 Cancelled (83,000 ) 4.81 – 7.53 — 5.29 Expired - - — - Balance, June 30, 2017 2,813,559 $ 4.79 – 7.72 8.88 years $ 5.33 Of the stock options outstanding, an aggregate of 1,044,022 are currently exercisable. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options. We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Accounting for Stock Options and Other Stock-Based Compensation. Among other items, ASC 718 requires companies to record the compensation expense for share-based awards issued to employees and directors in exchange for services provided. The amount of the compensation expense is based on the estimated fair value of the awards on their grant dates and is recognized over the required service periods. Our share-based awards include stock options and restricted stock awards. For restricted stock awards, the calculation of compensation expense under ASC 718 is based on the intrinsic value of the grant. Warrants As of June 30, 2017, there were warrants to purchase 334,064 shares of common stock outstanding. A summary of the terms of the outstanding warrants as of June 30, 2017 is as follows: Outstanding Exercise Price Weighted-Average Weighted-Average Balance, June 30, 2017 334,064 $ 6.84 – 7.00 1.7 $ 6.85 On September 11, 2012, Cover-All entered into a Loan and Security Agreement (“Loan Agreement”) by and among Imperium Commercial Finance Master Fund, LP, a Delaware limited partnership (“Imperium”), as lender, Cover-All Systems, Inc., a wholly-owned subsidiary of Cover-All (“Cover-All Systems”), as borrower, and Cover-All as guarantor. The Loan Agreement provided for a three-year term loan to Cover-All Systems of $2,000 and a three-year revolving credit line to Cover-All Systems of up to $250,000, evidenced by a Revolving Credit Note in favor of Imperium (together with the Term Note, the “Imperium Notes”). Prior to the merger with Majesco, Cover-All paid in full the balance of the Imperium Notes. In connection with the Loan Agreement, Cover-All issued to Imperium a five-year warrant to purchase 1,400,000 shares of Cover-All’s common stock at an exercise price of $1.48 per share. Cover-All also issued five-year warrants to purchase 42,000 shares, in the aggregate, of Cover-All’s common stock at an exercise price of $1.48 per share, to Monarch Capital Group, LLC (“Monarch”), which acted as Cover-All’s financial adviser in connection with the loan transaction, and to an officer of Monarch. All the warrants became exercisable on the date of the merger of Cover-All with Majesco. These issued and outstanding warrants to purchase shares of Cover-All common stock were not exercised or cancelled prior to the merger and were assumed by Majesco in accordance with their terms on the same terms and conditions as were applicable to such warrants immediately prior to the merger, with the number of shares subject to, and the exercise price applicable to, such warrants being appropriately adjusted based on the merger exchange ratio of 0.21641. The warrant contains certain anti-dilution adjustment protection in case of certain future issuances of securities, stock dividends, split and other transactions affecting Majesco’s securities. The holder of the warrant is entitled to piggyback registration rights in case of certain registered securities offerings by Majesco . On September 1, 2015, Majesco issued to Maxim Partners LLC a five year warrant to purchase 25,000 shares of common stock of Majesco at an exercise price of $7.00 per share. The warrant was issued in connection with the engagement of the holder to perform certain advisory services to the Group. The number of shares issuable upon exercise of the warrant may be reduced under certain circumstances of non-performance under the services agreement. The warrant may be exercised at any time after September 1, 2016 and will expire, if unexercised, on September 1, 2020. The warrant contains certain anti-dilution adjustment protection in case of certain future issuances of securities, stock dividends, split and other transactions affecting Majesco’s securities. The holder of the warrant is entitled to piggyback registration rights in case of certain registered securities offerings by Majesco . Employee Stock Option Scheme of Majesco Limited — Plan 1 Certain employees of the Group participate in the Group’s parent company Majesco Limited’s employee stock option plan. The plan, termed as “ESOP plan 1,” became effective June 1, 2015, the effective date of the demerger from Mastek Ltd. Group employees who were issued options in the earlier ESOP plans of Mastek Ltd. were given options of Majesco Limited following the demerger. Under the plan, Majesco Limited also grants newly issued options to the employees of MSSIPL from time to time. During the three months ended June 30, 2017, 166,500 options were granted under ESOP plan 1 of Majesco Limited. The options were granted at the market price on the grant date. As of June 30, 2017, the total future compensation cost related to non-vested options not yet recognized in the Statement of Operations was $1,911 and the weighted average period over which these awards are expected to be recognized was 2.56 years. The weighted average remaining contractual life of options expected to vest as of June 30, 2017 is 9.57 years. Majesco Limited calculated the fair value of each option grant on the date of grant using the Black-Scholes pricing method with the following assumptions: 2017 2016 Weighted-average volatility 51.02 % 51.02 % Expected dividends 0.00 % 0.00 % Expected term (in years) 6 Years 6 Years Risk-free interest rate 7.46 % 7.46 % The summary of outstanding options of Majesco Limited as of June 30, 2017 is as follows: No of Options Outstanding Exercise Price Per Share Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price Balance, June 30, 2017 938,669 $ 0.1 - $3 7.21 1.37 714,250 $3.1 - $ 6 9.61 4.95 97,500 $6.1 - $ 7 9.63 8.49 1,750,419 Of the stock options of Majesco Limited outstanding and held by Group employees, an aggregate of 966,453 are currently exercisable. Majesco Performance Bonus Plan Majesco established the Majesco Performance Bonus Plan (the “Performance Bonus Plan”). The Performance Bonus Plan is administered by the Compensation Committee of the Board of Directors of Majesco. The purpose of the Performance Bonus Plan is to benefit and advance the interests of the Group by rewarding selected employees of the Group for their contributions to the Group’s financial success and thereby motivate them to continue to make such contributions in the future by granting them performance-based awards that are fully tax deductible to the Group. In the three months ended June 30, 2017, we accrued $(5) in incentive compensation expense in our consolidated financial statements compared to $1,327 in the three months ended June 30, 2016. Majesco Employee Stock Purchase Plan Majesco established the Majesco Employee Stock Purchase Plan (the “ESPP”). The ESPP is intended to be qualified under Section 423 of the Internal Revenue Code. If a plan is qualified under Section 423, employees who participate in the ESPP enjoy certain tax advantages. The ESPP allows employees to purchase shares of Majesco common stock at a discount, without being subject to tax until they sell the shares, and without having to pay any brokerage commissions with respect to the purchases. The purpose of the ESPP is to encourage the purchase of Majesco common stock by our employees, to provide employees with a personal stake in our business and to help us retain our employees by providing a long range inducement for such employees to remain in our employ. The ESPP provides employees with the right to purchase shares of common stock through payroll deductions. The total number of shares available for purchase under the ESPP is 2,000,000. The ESPP Plan became effective January 1, 2016. As of June 30, 2017, we had issued and sold 74,126 shares under the ESPP. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 11. EARNINGS PER SHARE The basic and diluted earnings/(loss) per share were as follows: Three months ended June 30, 2017 2016 Net Income/ (Loss) $ (1,650 ) $ (550 ) Basic weighted average outstanding equity shares 36,509,773 36,451,606 Adjustment for dilutive potential ordinary shares Options under Majesco 2015 Equity Plan 0 0 Dilutive weighted average outstanding equity shares 36,509,773 36,451,606 Earnings per share: Basic $ (0.05 ) $ (0.02 ) Diluted $ (0.05 ) $ (0.02 ) Basic earnings per share amounts are calculated by dividing net income for the three months ended June 30, 2017 and 2016 attributable to common shareholders by the weighted average number of ordinary shares outstanding during the same periods. Diluted earnings per share amounts are calculated by dividing the net income attributable to common shareholders by the sum of the weighted average number of ordinary shares outstanding during the three and nine months periods plus the weighted average number of common shares that would be issued on the conversion of all the dilutive potential common shares into common shares. The calculation of diluted earnings per share excluded 2,813,559 and 2,390,787 shares and options, respectively, for the three months ended June 30, 2017 and June 30, 2016 granted to employees, as their inclusion would have been antidilutive. |
RELATED PARTIES TRANSACTIONS
RELATED PARTIES TRANSACTIONS | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES TRANSACTIONS | 12. RELATED PARTIES TRANSACTIONS Reimbursement of Expenses The following tables summarize the liabilities to or by related parties: As of As of Net reimbursable expenses receivable /(payable) to Majesco Limited or Mastek Ltd. (1) $ 134 $ (622 ) (1) The net reimbursable expenses payable at June 30, 2017 and March 31, 2017 include employee stock option charges of Majesco Limited and various expenses which are recurring in nature and attributable to shared resources with Majesco Limited or Mastek Ltd. that are in the process of being separated after the Reorganization, including air travel, travel insurance, telephone costs, water charges, insurance costs, administrative personnel costs, software and hardware costs and third party license costs, less receivables from Majesco Limited or Mastek Limited for similar expenses. Leases MSSIPL entered into an operating lease for its operation facilities in Mahape, India, as lessee, with Majesco Limited, Majesco’ s parent company, as lessor. The approximate aggregate annual rent payable to Majesco Limited under this lease agreement is $1,301. The lease is effective June 1, 2015 and expires on May 31, 2020. MSSIPL also entered into a lease for facilities for its operations in Pune, India, with Mastek Ltd. as lessor. The lease is effective June 1, 2015 and expires on May 31, 2020. MSSIPL has also entered into a supplementary lease for its operations in Pune, India, with Mastek Ltd. as lessor. The supplementary lease is effective April 1, 2016 and expires on May 31, 2020. The approximate aggregate annual rent payable to Mastek Ltd. under these lease agreements is $409. MSSIPL also entered into a lease for facilities for its operations in Ahmedabad, India, with Mastek Ltd. as lessor. The approximate aggregate annual rent payable to Mastek Ltd. under this lease agreement is $2. The lease was renewed in December 1, 2015 for a new term ending on October 31, 2016, and further extended to December 31, 2016. The lease has not been renewed. As of As of Security deposits paid to Majesco Limited by MSSIPL for use of Mahape premises $ 650 $ 648 Security deposits paid to Mastek Ltd. by MSSIPL for use of Pune premises $ 225 $ 224 Security deposits paid to Mastek Ltd. by MSSIPL for use of Ahmedabad premises $ — $ — Rental expenses paid by MSSIPL to Majesco Limited for use of premises for the three months ended June 30, 2017 and June 30, 2016 was $327 and $315, respectively. Rental expenses paid by MSSIPL to Mastek Ltd. for use of premises for the three months ended June 30, 2017 and June 30, 2016 was $103 and $74, respectively. Joint Venture Agreement On September 24, 2015, MSSIPL and Mastek (UK) Limited, a wholly owned subsidiary of Mastek Ltd. (“Mastek UK”), entered into a Joint Venture Agreement (the “Joint Venture Agreement”) pursuant to which the two companies agreed to work together to deliver services to third parties under the terms of the Joint Venture Agreement, which services comprise the delivery of development, integration and support services to third parties by use of Mastek Ltd.’s development, integration and support methodologies and tools. The Joint Venture Agreement is effective September 24, 2015 and will remain in force, unless terminated by either party upon three months’ notice in writing to the other of its intention to terminate the Joint Venture Agreement. The consideration for each party’s performance of its obligations under the Joint Venture Agreement is the performance of the other’s obligations under the same agreement, being services to the other. The services comprise in the case of Mastek Ltd., Mastek Ltd.’s development, integration and support methodologies and tools and business development services. In the case of MSSIPL, the services comprise the provision of leading edge technical expertise and advice. The parties will also exchange technical, business and other information. Purchase of Singapore Subsidiary On October 31, 2015, Majesco Sdn. Bhd., a company incorporated under the laws of Malaysia and wholly-owned subsidiary of Majesco (“Majesco Malaysia”), entered into a Share Purchase Agreement with Mastek Ltd. pursuant to which Majesco Malaysia purchased from Mastek Ltd. all of the issued and outstanding shares of Mastek Asia Pacific Pte Limited, a company incorporated under the laws of Singapore, for a total cash purchase consideration of 381,800 Singapore Dollars (USD $276,000). The acquisition closed on November 1, 2015. Mastek Asia Pacific Pte Limited has since been renamed “Majesco Asia Pacific Pte Limited.” Services Agreements On December 2, 2015, Majesco UK Limited, a company registered in England and Wales wholly owned by Majesco (“Majesco UK”), entered into a Services Agreement with Mastek UK, pursuant to which Mastek UK provides certain corporate and operational support services to Majesco UK, including managed office accommodation and facilities; managed office IT infrastructure and networks; and corporate support services, insurance coverage and subscription to professional associations and publications. The charges for these core services consist of a monthly charge of 13 UK Pounds (USD $20) and a pass through of actual costs of providing the services. Any support services by Mastek UK staff not included in the core services is charged on a basis to be determined separately between both parties but before provision of such services. Either party may at any time, by notice in writing to the other party, terminate this agreement for breach or if the other party becomes subject to insolvency issues. Either party for any reason or no reason may also terminate this agreement by providing the other party written notice of the termination ninety (90) days in advance. The Services Agreement contains customary representations, warranties and indemnities of the parties. The effective date of this Services Agreement is January 1, 2015. The expense by Majesco UK to Mastek UK under the Services Agreement for the three months ended June 30, 2017 and June 30, 2016 was $138 and $56, respectively. On March 1, 2016, Majesco, and Digility Inc., a Delaware corporation (“Digility”) wholly-owned by Mastek UK, entered into a Services Agreement, pursuant to which Majesco will provide certain management and operational support services to Digility, including managed office accommodation and facilities, managed office IT infrastructure and networks, and corporate support services. The charges for these services consist of an initial set-up fee of $1, a monthly fee of $4 and a pass through of actual costs of providing the services incurred in excess of the monthly fee. Either party may at any time, by notice in writing to the other party, terminate the Services Agreement for breach or if the other party becomes subject to insolvency issues. Either party for any reason or no reason may terminate the Services Agreement by providing the other party written notice of the termination thirty (30) days in advance. The Services Agreement contains customary representations, warranties and indemnities of the parties. The effective date of the Services Agreement is March 1, 2016. Service charges received from Digility for the three months ended June 30, 2017 and June 30, 2016 was $11 and $0, respectively. On August 2, 2016, Majesco Limited and MSSIPL entered into a master service agreement, effective as of June 30, 2016 pursuant to which MSSIPL will provide software development services to Majesco Limited. Under this agreement, MSSIPL will charge Majesco Limited cost plus a margin for the services rendered. Software development charges charged by MSSIPL under the agreement for the three months ended June 30, 2017 and June 30, 2016 was $261 and $232 respectively. Sublease On March 1, 2016, Majesco and Digility entered into a Sublease Agreement (the “Sublease Agreement”), pursuant to which Majesco sublets the premises located on the first floor of 685 Route 202/206, Bridgewater, New Jersey to Digility. Digility will pay monthly $1 for rent to Majesco during the term of the Sublease Agreement. Digility will also reimburse Majesco for any costs charged by the landlord, Route 206 Associates, a New Jersey partnership, for additional services requested by Digility. The term of the Sublease Agreement commenced on March 1, 2016 and will expire on July 31, 2017, unless terminated at an earlier date. Either party for any reason or no reason may terminate the Sublease Agreement by providing the other party written notice of the termination thirty (30) days in advance. The Sublease Agreement contains customary representations, warranties and indemnities of the parties. Rental charges received from Digility for the three months ended June 30, 2017 and June 30, 2016 was $4 and $4, respectively. Guarantee During the three months ended June 30, 2017 and June 30, 2016, Majesco paid $12 and $319, respectively, to Majesco Limited as arrangement fees and guarantee commission for the guarantee given by Majesco Limited to HSBC and ICICI Bank for the facilities taken by Majesco and its subsidiaries. Intellectual Property License On August 2, 2016, Majesco Limited and MSSIPL entered into a Memorandum of Understanding (the “MOU”) pursuant to which MSSIPL granted Majesco Limited a perpetual, royalty-free right to use the intellectual property rights of MSSIPL in “Elixir”, including any improvements and upgrades, in connection with Majesco Limited’s India insurance business. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS EQUITY | 13. STOCKHOLDERS EQUITY Majesco’s amended and restated certificate of incorporation allows it to issue 50,000,000 shares of preferred stock. The preferred stock may be issued in one or more series with such rights, preferences and privileges and restrictions as the board of directors of Majesco may determine from time to time. Presently, Majesco does not have plans to issue any shares of preferred stock. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION The Group operates in one segment as software solutions provider for the insurance industry. The Group’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM manages the Group’s operations on a consolidated basis for purposes of allocating resources. When evaluating the Group’s financial performance, the CODM reviews all financial information on a consolidated basis. A majority of the Group’s principal operations and decision-making functions are located in the United States The following table sets forth revenues by country based on the billing address of the customer: Three months Three months USA $ 24,382 $ 28,721 UK 1,480 2,384 Canada 223 340 Malaysia 1,102 759 Thailand - - Others 735 350 $ 27,922 $ 32,554 The following table sets forth the Group’s property and equipment, net by geographic region: As of As of USA $ 1,675 $ 1.812 India 1,732 1,835 Canada - - UK 10 11 Malaysia 1 1 $ 3,418 $ 3,659 We provide a significant volume of services to a number of significant customers. Therefore, the loss of a significant customer could materially reduce our revenues. The Group had no customer for the three months ended June 30, 2017, and one customer for the three months ended June 30, 2016 that accounted for 10% or more of total revenue. The Group had no customer as of June 30, 2017 and one customer as of June 30, 2016 that accounted for 10% or more of total accounts receivables and unbilled accounts receivable. Presented in the table below is information about our major customers: Three months ended Three months ended Amount % of Amount % of Customer A Revenue $ 1,696 6 % $ 3,722 11 % Accounts receivables and unbilled accounts receivable $ 1,590 6 % $ 4,518 14 % Customer B Revenue $ 1,370 5 % $ 1,617 5 % Accounts receivables and unbilled accounts receivable $ 1,102 4 % $ 557 2 % |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 15. COMMITMENTS Capital Commitments The Group had outstanding contractual commitments of $130 and $358 as of June 30, 2017 and March 31, 2017, respectively, for capital expenditures relating to the acquisition of property, equipment and new network infrastructure. Operating Leases The Group leases certain office premises under operating leases. Many of these leases include a renewal option on a periodic basis at the Group’s option, with the renewal periods ranging from 2 – 5 years. Rental expense for operating leases amounted to $864 for the three months ended June 30, 2017 compared to $763 for the three months ended June 30, 2016, respectively. The schedule for future minimum rental payments over the lease term in respect of operating leases is set out below. Year ended March 31, Amount 2018 $ 2,251 2019 3,086 2020 3,172 2021 732 2022 289 Beyond 5 years 729 Total minimum lease payments $ 10,259 Facility Leases Our subsidiary in India, MSSIPL, has entered into a lease for its operations in Mahape, India, as lessee, with Majesco Limited as lessor. The approximate aggregate annual rent payable to Majesco Limited under this lease agreement is approximately $1,301. The lease is effective June 1, 2015 and expires on May 31, 2020. MSSIPL paid Majesco Limited $327 in rent under the lease during the three months ended June 30, 2017 and $315 during the three months ended June 30, 2016. MSSIPL may terminate the lease after three years with six months’ prior written notice to Majesco Limited. Majesco Limited may terminate the lease after five years with six months’ prior written notice to MSSIPL. MSSIPL also entered into a lease for its operations in Pune, India, with Mastek Ltd. as lessor. The approximate aggregate annual rent payable to Mastek Ltd. under this lease agreement is $294. The lease is effective June 1, 2015 and expires on May 31, 2020. MSSIPL has also entered into a supplementary lease for its operations in Pune, India, with Mastek Ltd. as lessor. The approximate aggregate annual rent payable to Mastek Ltd. under this lease agreement is $115. The lease is effective April 1, 2016 and expires on May 31, 2020. MSSIPL paid Mastek Ltd. $103 in rent under the lease during the three months ended June 30, 2017 and $74 in rent under the lease during the three months ended June 30, 2016. MSSIPL may terminate the lease after three years with six months’ prior written notice to Mastek Ltd. Mastek Ltd. may terminate the lease after five years. MSSIPL also entered into a lease for its operations in Ahmedabad, India, with Mastek Ltd. as lessor. The approximate aggregate annual rent payable to Mastek Ltd. under this lease agreement is $2. The lease was renewed in December 1, 2015 for a new term ending on December 31, 2016, and the lease has not been renewed. MSSIPL paid Mastek Ltd. $0 during the three months ended June 30, 2017 and $1 during the three months ended June 30, 2016. |
ACQUISITION
ACQUISITION | 3 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITION | 16. ACQUISITION On December 14, 2014, Majesco entered into a definitive merger agreement with Cover-All. The merger was completed on June 26, 2015. Cover-All licenses and maintains software products for the property/casualty insurance industry throughout the United States and Puerto Rico. Majesco merged with Cover-All to expand its insurance business in the United States. The following table summarizes the consideration paid in the merger of Cover-All into Majesco and the amounts of identified assets acquired and liabilities assumed at the merger date: Fair value of consideration transferred Common stock $ 12 Additional paid-in capital 29,708 Total consideration $ 29,720 The merger of Cover-All and Majesco was a stock-for-stock merger with each share of Cover-All common stock issued and outstanding immediately prior to the merger converted into the right to receive the number of shares of Majesco common stock multiplied by the exchange ratio. The exchange ratio in the merger was 0.21641. Accordingly, at the closing of the merger, Cover-All in the aggregate represented 16.5% of the total capitalization of the combined company. In the merger, 5,844,830 shares of Majesco common stock were issued to the shareholders of Cover-All and 197,081 equity incentives were issued to the holders of options and restricted stock units of Cover-All. Consequently, common stock of Majesco is increased by $12 and additional paid in capital is increased by $29,708. Recognized amount of identifiable assets acquired and liabilities assumed Amount Cash $ 2,990 Accounts receivable 1,592 Prepaid expenses and other current assets 629 Property, plant and equipment 454 Other assets 148 Customer contracts 2,410 Customer relationships 4,460 Technology 3,110 Defer tax asset on NOL 459 Accounts payable (1,120 ) Accrued expenses (623 ) Deferred revenue (2,515 ) Capital lease liability (294 ) Total fair value of assets acquired 11,700 Fair value of consideration paid 29,720 Goodwill $ 18,020 The goodwill of $18,020 arising from the merger consists largely of the synergies and economies of scale expected from combining the operations of Majesco and Cover-All. Further, though workforce has been valued, it is not recognized separately, but subsumed in goodwill. Goodwill deductible for tax purpose amounts to Nil. On October 31, 2015, Majesco Sdn. Bhd. (MSC) entered into a Share Purchase Agreement with Mastek Ltd. for the purchase of the issued and authorized shares of Mastek Asia Pacific Pte Limited. Recognized amount of identifiable assets acquired and liabilities assumed Amount Cash $ 212 Accounts receivable 18 Other assets 1 Accrued expenses (14 ) Total fair value of assets acquired 217 Fair value of consideration paid 276 Goodwill $ 59 The following table summarizes the consideration paid to Mastek Ltd. and the amounts of identified assets acquired and liabilities assumed at the effective date: The changes in the varying amount of goodwill are as follows: Changes in carrying amount of the goodwill As of June As of March Opening value $ 32,216 $ 32,275 Addition on account of currency fluctuation - 1 Impairment of Goodwill - (60 ) Closing value $ 32,216 $ 32,216 Due to uncertainty in the future business of Majesco Asia Pacific Pte. Limited, which indicated the potential impairment of goodwill, the Group decided to impair the amount of goodwill recognized earlier in the acquisition of this entity as at March 31, 2017. Details of identifiable intangible assets acquired are as follows: Weighted Amount Residual Customer contracts 3 $ 2,410 - Customer relationships 8 4,460 - Technology 6 3,110 - Total 6 $ 9,980 - Revenues and earnings specific to the Cover-All business for the period June 26, 2015 to June 30, 2015 were $233 and $47, respectively. Revenues and earnings specific to the Cover-All business for the period July 1, 2015 to March 31, 2016 were $17,636 and $1,260, respectively. Pro-Forma Financial Information (Unaudited): The following unaudited pro-forma financial information is presented to illustrate the estimated effect of the Cover-All merger and Mastek Asia Pacific Pte Limited acquisition, the related financing of funds and tax effects from these transactions. The unaudited pro-forma information for the periods set forth below gives effect to 2015 transactions as if they had occurred as of April 1, 2015. Majesco has a fiscal year-end of March 31 st st The unaudited pro-forma financial information is presented for illustrative purposes only, and is not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the entities been combined during the periods presented. The following unaudited pro-forma summary presents consolidated information of Majesco as if the business combination had occurred on April 1, 2015: Unaudited Pro forma Revenue $ 28,219 Net Income (Loss) $ 283 There are no material non-recurring pro forma adjustments directly attributable to the merger included in the reported pro forma revenue and earnings. These pro-forma amounts have been calculated after applying Majesco’s accounting policies and adjusting the results of Cover-All to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from April 1, 2015 with consequential tax effects. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. The March 31, 2017 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on June 16, 2017 (the “Annual Report”), but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations and financial position have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report. In connection with the merger with Cover-All, the Group’s Board of Directors and stockholders approved a one for six reverse stock split of the Group’s common stock. The reverse stock split became effective June 22, 2015. All share and per share amounts in the consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital. Mastek Ltd. maintained benefit and stock-based compensation programs at the parent company level. After the demerger of Mastek Ltd., which became effective on June 1, 2015, the Group employees who participated in those programs were allotted options of Majesco’s parent company, Majesco Limited, in the same proportion in addition to the existing options of Mastek Ltd., which these employees already had. The consolidated Balance Sheets do not include any outstanding equity related to the stock-based compensation programs of Mastek Ltd. but include outstanding equity related to the equity-based compensation programs of Majesco Limited. |
Significant Accounting Policies | Significant Accounting Policies For a description of all significant accounting policies, see Note 2, Summary of Significant Accounting Policies, of the Notes to the consolidated financial statements included in our Annual Report. There have been no material changes to our significant accounting policies since the filing of the Annual Report. |
Principles of Consolidation | Principles of Consolidation The Group’s consolidated financial statements include the accounts of Majesco and its wholly owned subsidiaries, Cover-All Systems, Inc., Majesco Canada Ltd., Majesco Software and Solutions Inc. (“MSSI”), Majesco Sdn. Bhd., Majesco UK Limited, Majesco (Thailand) Co., Ltd., Majesco Software and Solutions India Private Limited and Majesco Asia Pacific Pte Ltd. as of June 30, 2017. All material intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, income taxes, goodwill, and stock-based compensation. |
FAIR VALUE OF FINANCIAL INSTR24
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets measured at fair value | As of June 30, 2017 March 31, 2017 Assets Level 2 Derivative financial instruments (included in the following line items in the Consolidated balance sheets) Prepaid expenses and other current assets $ 121 $ 99 Other Assets $ 14 - Other Liabilities (10 ) Accrued expenses and other liabilities (33 ) - $ 102 $ 89 Level 3 Contingent consideration Other liabilities $ - $ - Accrued expenses and other liabilities (774 ) (756 ) $ (774 ) $ (756 ) Total $ (672 ) $ (667 ) |
Schedule of change in level 3 instruments | As of and for the three months ended June 30, 2017 June 30, 2016 Opening balance $ (756 ) $ (593 ) Additions - - Total (Losses)/gains recognized in Statement of Operations (18 ) (37 ) Settlements - - Closing balance $ (774 ) $ (630 ) |
CAPITAL LEASE OBLIGATIONS (Tabl
CAPITAL LEASE OBLIGATIONS (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Schedule of future minimum lease payments under capital leases | Year ended Amount 2018 11 2019 - Total minimum lease payments $ 11 Less: Interest portion 1 Present value of net minimum capital leases payments $ 10 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding loans | Date of loan Repayable on June 30, Rate of June 08, 2017 September 06, 2017 $ 2,000 3.221 % |
DERIVATIVE FINANCIAL INSTRUME27
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair values of derivative financial instruments | Asset Liability Noncurrent* Current* Noncurrent* Current* As of June 30, 2017 Designated as hedging instruments under Cash Flow Hedges Foreign exchange forward contracts $ 14 $ 121 $ 25 $ 8 Total $ 14 $ 121 $ 25 $ 8 As of March 31, 2017 Designated as hedging instruments under Cash Flow Hedges Foreign exchange forward contracts $ 0 $ 99 $ 10 $ 0 $ 0 $ 99 $ 10 $ 0 |
Schedule of pre-tax gains/(losses) recognized in and reclassified from Accumulated Other Comprehensive Income | Amount of Gain/(Loss) recognized in AOCI (effective portion) Amount of gain/(Loss) reclassified from AOCI to Statement of Operations (Revenue) For the three months ended June 30, 2017 Foreign exchange forward contracts $ (14) $ (21) Total $ (14) $ (21) For the three months ended June 30, 2016 Foreign exchange forward contracts $ (53) $ (80) Total $ (53) $ (80) |
ACCUMULATED OTHER COMPREHENSI28
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Schedule of changes in accumulated other comprehensive income by component | Three months ended Three months ended Before Tax Net of Before Tax Net of Other comprehensive income Foreign currency translation adjustments Opening balance $ (345 ) $ - $ (345 ) $ 222 $ — $ 222 Change in foreign currency translation adjustments 189 - 189 (205 ) — (205 ) Closing balance $ (156 ) $ - $ (156 ) $ 17 $ — $ 17 Unrealized gains/(losses) on cash flow hedges Opening balance $ 89 $ (30 ) $ 59 $ 176 $ (59 ) $ 117 Unrealized gains/(losses) on cash flow hedges 35 (12 ) 23 (53 ) 18 (35 ) Reclassified to Revenue (21 ) 7 (14 ) (80 ) 27 (53 ) Net change $ 14 $ (5 ) $ 9 $ (133 ) $ 45 $ (88 ) Closing balance $ 103 $ (35 ) $ 68 $ 43 $ (14 ) $ 29 |
EMPLOYEE STOCK OPTION PLAN (Tab
EMPLOYEE STOCK OPTION PLAN (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of changes in outstanding warrants | Outstanding Exercise Price Weighted-Average Weighted-Average Balance, June 30, 2017 334,064 $ 6.84 – 7.00 1.7 $ 6.85 |
Majesco 2015 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share based awards fair value assumptions | As of June 30, Variables (range) 2017 2016 Expected volatility 41%–50 % 41%–50 % Weighted-average volatility 41 % 41 % Expected dividends 0 % 0 % Expected term (in years) 3-5 3-5 Risk-free interest rate 0.46 % 0.46 % |
Schedule of activity in the stock options granted | Shares Exercise Price Weighted-Average Weighted-Average Balance, April 1, 2017 2,868,642 $ 4.79 – 7.72 8.91years $ 5.34 Granted 30,000 5.55 — 5.55 Exercised (2,083 ) 4.92 — 4.92 Cancelled (83,000 ) 4.81 – 7.53 — 5.29 Expired - - — - Balance, June 30, 2017 2,813,559 $ 4.79 – 7.72 8.88 years $ 5.33 |
Employee Stock Option Scheme of Majesco Limited - Plan 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share based awards fair value assumptions | 2017 2016 Weighted-average volatility 51.02 % 51.02 % Expected dividends 0.00 % 0.00 % Expected term (in years) 6 Years 6 Years Risk-free interest rate 7.46 % 7.46 % |
Schedule of activity in the stock options granted | No of Options Outstanding Exercise Price Per Share Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price Balance, June 30, 2017 938,669 $ 0.1 - $3 7.21 1.37 714,250 $3.1 - $ 6 9.61 4.95 97,500 $6.1 - $ 7 9.63 8.49 1,750,419 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings/(loss) per share | Three months ended June 30, 2017 2016 Net Income/ (Loss) $ (1,650 ) $ (550 ) Basic weighted average outstanding equity shares 36,509,773 36,451,606 Adjustment for dilutive potential ordinary shares Options under Majesco 2015 Equity Plan 0 0 Dilutive weighted average outstanding equity shares 36,509,773 36,451,606 Earnings per share: Basic $ (0.05 ) $ (0.02 ) Diluted $ (0.05 ) $ (0.02 ) |
RELATED PARTIES TRANSACTIONS (T
RELATED PARTIES TRANSACTIONS (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of summary of liabilities with related parties | As of As of Net reimbursable expenses receivable /(payable) to Majesco Limited or Mastek Ltd. (1) $ 134 $ (622 ) (1) The net reimbursable expenses payable at June 30, 2017 and March 31, 2017 include employee stock option charges of Majesco Limited and various expenses which are recurring in nature and attributable to shared resources with Majesco Limited or Mastek Ltd. that are in the process of being separated after the Reorganization, including air travel, travel insurance, telephone costs, water charges, insurance costs, administrative personnel costs, software and hardware costs and third party license costs, less receivables from Majesco Limited or Mastek Limited for similar expenses. |
Schedule of security deposits paid | As of As of Security deposits paid to Majesco Limited by MSSIPL for use of Mahape premises $ 650 $ 648 Security deposits paid to Mastek Ltd. by MSSIPL for use of Pune premises $ 225 $ 224 Security deposits paid to Mastek Ltd. by MSSIPL for use of Ahmedabad premises $ — $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of revenues by country based on billing address | Three months Three months USA $ 24,382 $ 28,721 UK 1,480 2,384 Canada 223 340 Malaysia 1,102 759 Thailand - - Others 735 350 $ 27,922 $ 32,554 |
Schedule of property and equipment net by geographic region | As of June 30, 2017 As of March 31, 2017 USA $ 1,675 $ 1.812 India 1,732 1,835 Canada - - UK 10 11 Malaysia 1 1 $ 3,418 $ 3,659 |
Schedule of information about major customers | Three months ended Three months ended Amount % of Amount % of Customer A Revenue $ 1,696 6 % $ 3,722 11 % Accounts receivables and unbilled accounts receivable $ 1,590 6 % $ 4,518 14 % Customer B Revenue $ 1,370 5 % $ 1,617 5 % Accounts receivables and unbilled accounts receivable $ 1,102 4 % $ 557 2 % |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments over lease term in respect of operating leases | Year ended March 31, Amount 2018 $ 2,251 2019 3,086 2020 3,172 2021 732 2022 289 Beyond 5 years 729 Total minimum lease payments $ 10,259 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Business Acquisition [Line Items] | |
Schedule of consideration transferred to acquire Cover-All | Fair value of consideration transferred Common stock $ 12 Additional paid-in capital 29,708 Total consideration $ 29,720 |
Schedule of changes in carrying amount of goodwill | As of June As of March Opening value $ 32,216 $ 32,275 Addition on account of currency fluctuation - 1 Impairment of Goodwill - (60 ) Closing value $ 32,216 $ 32,216 |
Schedule of identifiable intangible assets acquired | Weighted Amount Residual Customer contracts 3 $ 2,410 - Customer relationships 8 4,460 - Technology 6 3,110 - Total 6 $ 9,980 - |
Summary of unaudited pro-forma consolidated information | Unaudited Pro forma Revenue $ 28,219 Net Income (Loss) $ 283 |
Cover-All | |
Business Acquisition [Line Items] | |
Schedule of recognized amount of identifiable assets acquired and liabilities assumed | Amount Cash $ 2,990 Accounts receivable 1,592 Prepaid expenses and other current assets 629 Property, plant and equipment 454 Other assets 148 Customer contracts 2,410 Customer relationships 4,460 Technology 3,110 Defer tax asset on NOL 459 Accounts payable (1,120 ) Accrued expenses (623 ) Deferred revenue (2,515 ) Capital lease liability (294 ) Total fair value of assets acquired 11,700 Fair value of consideration paid 29,720 Goodwill $ 18,020 |
Mastek Asia Pacific Pte Limited | |
Business Acquisition [Line Items] | |
Schedule of recognized amount of identifiable assets acquired and liabilities assumed | Amount Cash $ 212 Accounts receivable 18 Other assets 1 Accrued expenses (14 ) Total fair value of assets acquired 217 Fair value of consideration paid 276 Goodwill $ 59 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Detail Textuals) | 1 Months Ended | |
Jun. 26, 2015 | Jun. 30, 2017 | |
Description Of Business [Line Items] | ||
Ownership percent | 100.00% | |
Cover-All | Definitive merger agreement | ||
Description Of Business [Line Items] | ||
Percentage of stock-for-stock issue | 100.00% | |
Percentage of common stock shares issued by combined company | 16.50% |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) | 1 Months Ended |
Jun. 22, 2015 | |
Cover-All | Definitive merger agreement | |
Business Acquisition [Line Items] | |
Reverse stock split of Group's common stock | one for six reverse stock split |
FAIR VALUE OF FINANCIAL INSTR37
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Level 2 | ||
Derivative financial instruments (included in the following line items in the Consolidated balance sheets) | ||
Prepaid expenses and other current assets | $ 121 | $ 99 |
Other Assets | 14 | |
Other Liabilities | (10) | |
Accrued expenses and other liabilities | (33) | |
Total | 102 | 89 |
Level 3 | ||
Contingent consideration | ||
Other liabilities | ||
Accrued expenses and other liabilities | (774) | 756 |
Total | (774) | 756 |
Total | $ (672) | $ 667 |
FAIR VALUE OF FINANCIAL INSTR38
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Opening balance | $ (756) | $ (593) | $ (593) |
Additions | |||
Total (Losses)/gains recognized in Statement of Operations | (18) | (37) | |
Settlements | |||
Closing balance | $ (774) | $ (630) | $ (756) |
FAIR VALUE OF FINANCIAL INSTR39
FAIR VALUE OF FINANCIAL INSTRUMENTS (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total (Losses)/gains recognized in Statement of Operations | $ (18) | $ (37) | ||
Agile | Agile Agreement | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total (Losses)/gains recognized in Statement of Operations | $ (18) | $ (163) | ||
Earn-out consideration | $ 1,100 | $ 1,500 |
CAPITAL LEASE OBLIGATIONS (Deta
CAPITAL LEASE OBLIGATIONS (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 11 |
2,019 | |
Total minimum lease payments | 11 |
Less: Interest portion | 1 |
Present value of net minimum capital leases payments | $ 10 |
CAPITAL LEASE OBLIGATIONS (De41
CAPITAL LEASE OBLIGATIONS (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Capital Leased Assets [Line Items] | |||
Capital leases gross amounts | $ 102 | $ 101 | |
Accumulated depreciation under capital leases | 47 | 42 | |
Depreciation expenses | 5 | $ 7 | |
Software acquired under hire purchase arrangement | |||
Capital Leased Assets [Line Items] | |||
Capital leases gross amounts | 460 | 459 | |
Accumulated depreciation under capital leases | $ 45 | $ 23 |
BORROWINGS (Details)
BORROWINGS (Details) - PCFC Facility - Repayable on, September 06, 2017 $ in Thousands | 3 Months Ended |
Jun. 30, 2017USD ($) | |
Line of Credit Facility [Line Items] | |
Date of loan | Jun. 8, 2017 |
Repayable on | Sep. 6, 2017 |
Outstanding loans | $ 2,000 |
Rate of interest (Libor + 2%) | 3.221% |
Basis spread on LIBOR | 2.00% |
BORROWINGS (Detail Textuals)
BORROWINGS (Detail Textuals) ₨ in Thousands | Jan. 13, 2017 | Jan. 20, 2017USD ($) | Mar. 23, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2016 | May 09, 2017USD ($) | May 09, 2017INR (₨) | Jun. 30, 2015INR (₨) | Mar. 25, 2011USD ($) |
Line of Credit | ICICI Bank Limited | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing limit | $ 5,000,000 | |||||||||
Interest rate description | The interest rate on the credit facility at March 31, 2016 was three-month LIBOR plus 350 basis points and increased to three-month LIBOR plus 375 basis points with the second extension of this facility | |||||||||
Basis spread on LIBOR | 3.75% | 3.50% | ||||||||
Loan processing fee | $ 12,500 | |||||||||
Loan processing fee with third extension | $ 50,830 | |||||||||
Line of Credit | HSBC Bank | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate | 4.75% | |||||||||
Proceeds from new receivable purchase facility | $ 10,000,000 | |||||||||
PCFC Facility | MSSIPL | Yes Bank | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing limit | $ 4,645,000 | ₨ 300,000 | ||||||||
Interest rate description | LIBOR plus 275 basis points | |||||||||
Basis spread on LIBOR | 2.75% | |||||||||
Borrowings outstanding | ₨ | ₨ 10,000 | |||||||||
Term Loan Facility | HSBC Bank | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing limit | $ 10,000,000 | |||||||||
Installments of principal amount | $ 1,667,000 | |||||||||
Amount of letter of credit issued by bank secured by cash pledge | $ 10,000,000 | |||||||||
Interest rate description | LIBOR plus a margin in effect on the first day of the relevant interest period | |||||||||
Borrowings outstanding | $ 10,000,000 | |||||||||
Net Debt-to-EBITDA Ratio | Net Debt-to-EBITDA Ratio (as defined in the Loan Agreement) of not more than (a) 5.00 to 1.00 as of the last day of its 2017 fiscal year and (b) 2.50 to 1.00 as of the last day of each fiscal year thereafter | |||||||||
Debt service coverage ratio | Debt Service Coverage Ratio (as defined in the Loan Agreement) of not less than 1.50 to 1.00 as of the last day of each fiscal year | |||||||||
Loan facility, restrictive covenants | The Facility contains restrictive covenants on Majesco, including restrictions on declaring or paying dividends upon and during the continuation of an event of default, incurring additional indebtedness, selling material portions of its assets or undertaking other substantial changes to the business, purchasing or holding securities for investment, and extending credit to any person outside the ordinary course of business. The Facility also restricts any transfer or change in, or assignment or pledge of the ownership or control of Majesco which would cause Majesco Limited to directly own less than fifty one percent (51%) of the issued and outstanding equity interests in Majesco. The Facility also restricts Majesco Limited from incurring any Net Debt (as defined in the Loan Agreement) in excess of?$25,000 at any time prior to April 1, 2017. | |||||||||
Maximum limit for expenses of new debt | $ 25,000,000 | |||||||||
Receivable Purchase Facility | ICICI Bank Limited | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | $ 5,715,000 | |||||||||
Receivable Purchase Facility | HSBC Bank | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate description | Facility also bears interest at two (2%) per cent plus the ninety (90) day LIBOR rate. HSBC will also receive an arrangement fee equal to .20% of the facility limit and a facility review fee equal to .20% of the facility limit | |||||||||
Interest rate | 2.00% | |||||||||
Combined Facility | MSSIPL | Standard Chartered Bank | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing limit | $ 3,097,000 | ₨ 200,000 |
DERIVATIVE FINANCIAL INSTRUME44
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Designated as hedging instruments - Cash Flow Hedges - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Asset Noncurrent | $ 14 | $ 0 |
Asset Current | 121 | 99 |
Liability Noncurrent | 25 | 10 |
Liability Current | 8 | 0 |
Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Noncurrent | 14 | 0 |
Asset Current | 121 | 99 |
Liability Noncurrent | 25 | 10 |
Liability Current | $ 8 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME45
DERIVATIVE FINANCIAL INSTRUMENTS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Derivatives, Fair Value [Line Items] | ||
Amount of Gain/(Loss) recognized in AOCI (effective portion) | $ (14) | $ (53) |
Amount of gain/(Loss) reclassified from AOCI to Statement of Operations (Revenue) | (21) | (80) |
Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Amount of Gain/(Loss) recognized in AOCI (effective portion) | (14) | (53) |
Amount of gain/(Loss) reclassified from AOCI to Statement of Operations (Revenue) | $ (21) | $ (80) |
DERIVATIVE FINANCIAL INSTRUME46
DERIVATIVE FINANCIAL INSTRUMENTS (Detail Textuals) - Foreign exchange forward contracts - Designated as hedging instruments - Cash Flow Hedges £ in Thousands, $ in Thousands | 3 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2017GBP (£) | Mar. 31, 2017USD ($) | Mar. 31, 2017GBP (£) | |
Derivatives, Fair Value [Line Items] | ||||
Principal amount | $ 10,500 | £ 2,145 | £ 2,080 | |
Other comprehensive income (loss) expected to be reclassified, net of tax | $ 68 | |||
Minimum | ||||
Derivatives, Fair Value [Line Items] | ||||
Outstanding forward contracts maturity | 1 month | |||
Maximum | ||||
Derivatives, Fair Value [Line Items] | ||||
Outstanding forward contracts maturity | 24 months |
ACCUMULATED OTHER COMPREHENSI47
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Other comprehensive income, Net of Tax | ||
Opening balance, Net of Tax | $ (286) | |
Change in foreign currency translation adjustments, Net of Tax | 189 | $ (205) |
Closing balance, Net of Tax | (88) | |
Foreign currency translation adjustments | ||
Other comprehensive income, Before tax | ||
Opening balance, Before tax | (345) | 222 |
Change in foreign currency translation adjustments, Before tax | 189 | (205) |
Closing balance, Before tax | (156) | 17 |
Other comprehensive income, Tax effect | ||
Opening balance, Tax effect | ||
Unrealized gains/(losses) on cash flow hedges, Tax effect | ||
Closing balance, Tax effect | ||
Other comprehensive income, Net of Tax | ||
Opening balance, Net of Tax | (345) | 222 |
Change in foreign currency translation adjustments, Net of Tax | 189 | (205) |
Closing balance, Net of Tax | (156) | 17 |
Unrealized gains/(losses) on cash flow hedges | ||
Other comprehensive income, Before tax | ||
Opening balance, Before tax | 89 | 176 |
Unrealized gains/(losses) on cash flow hedges, Before tax | 35 | (53) |
Reclassified to Revenue | (21) | (80) |
Net change, Before tax | 14 | (133) |
Closing balance, Before tax | 103 | 43 |
Other comprehensive income, Tax effect | ||
Opening balance, Tax effect | (30) | (59) |
Unrealized gains/(losses) on cash flow hedges, Tax effect | (12) | 18 |
Reclassified to Revenue | 7 | 27 |
Net change, Tax effect | (5) | 45 |
Closing balance, Tax effect | (35) | (14) |
Other comprehensive income, Net of Tax | ||
Opening balance, Net of Tax | 59 | 117 |
Unrealized gains/(losses) on cash flow hedges, Net of Tax | 23 | (35) |
Reclassified to Revenue | (14) | (53) |
Net change, Net of Tax | 9 | (88) |
Closing balance, Net of Tax | $ 68 | $ 29 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision (Benefit) | $ (844) | $ (87) |
Effective tax rate | 34.00% | |
Statutory US federal income tax rate | 39.30% |
EMPLOYEE STOCK OPTION PLAN (Det
EMPLOYEE STOCK OPTION PLAN (Details) - Majesco 2015 Equity Incentive Plan | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 41.00% | 41.00% |
Expected volatility, maximum | 50.00% | 50.00% |
Weighted-average volatility | 41.00% | 41.00% |
Expected dividends | 0.00% | 0.00% |
Risk-free interest rate | 0.46% | 0.46% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 3 years | 3 years |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 5 years |
EMPLOYEE STOCK OPTION PLAN (D50
EMPLOYEE STOCK OPTION PLAN (Details 1) - Stock options - Majesco 2015 Equity Incentive Plan - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Number of options | ||
Balance, April 1, 2017 | 2,868,642 | |
Granted | 30,000 | |
Exercised | (2,083) | |
Cancelled | (83,000) | |
Expired | ||
Balance, June 30, 2017 | 2,813,559 | 2,868,642 |
Exercise Price Per Share | ||
Granted | $ 5.55 | |
Exercised | 4.92 | |
Expired | ||
Weighted-Average Remaining Contractual Life | 8 years 10 months 17 days | 8 years 10 months 28 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Balance, April 1, 2017 | $ 5.34 | |
Granted | 5.55 | |
Exercised | 4.92 | |
Cancelled | 5.29 | |
Expired | ||
Balance, June 30, 2017 | 5.33 | $ 5.34 |
Minimum | ||
Exercise Price Per Share | ||
Balance, April 1, 2017 | 4.79 | |
Cancelled | 4.81 | |
Balance, June 30, 2017 | 4.79 | 4.79 |
Maximum | ||
Exercise Price Per Share | ||
Balance, April 1, 2017 | 7.72 | |
Cancelled | 7.53 | |
Balance, June 30, 2017 | $ 7.72 | $ 7.72 |
EMPLOYEE STOCK OPTION PLAN (D51
EMPLOYEE STOCK OPTION PLAN (Details 2) - Warrant | 3 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance, Outstanding and Exercisable Warrants, June 30, 2017 | shares | 334,064 |
Weighted-Average Remaining Contractual Life | 1 year 8 months 12 days |
Weighted-Average Exercise Price | $ 6.85 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Per Warrant | 6.84 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Per Warrant | $ 7 |
EMPLOYEE STOCK OPTION PLAN (D52
EMPLOYEE STOCK OPTION PLAN (Details 3) - Majesco Limited - Employee Stock Option Scheme of Majesco Limited - Plan 1 - Stock options | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average volatility | 51.02% | 51.02% |
Expected dividends | 0.00% | 0.00% |
Expected term (in years) | 6 years | 6 years |
Risk-free interest rate | 7.46% | 7.46% |
EMPLOYEE STOCK OPTION PLAN (D53
EMPLOYEE STOCK OPTION PLAN (Details 4) - Majesco Limited - Employee Stock Option Scheme of Majesco Limited - Plan 1 - Stock options | 3 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance, June 30, 2017 | shares | 1,750,419 |
$0.1 - $3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance, June 30, 2017 | shares | 938,669 |
Exercise Price Per Share, minimum | $ 0.1 |
Exercise Price Per Share, maximum | $ 3 |
Weighted-Average Remaining Contractual Life | 7 years 2 months 16 days |
Weighted-Average Exercise Price | $ 1.37 |
$3.1 - $6 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance, June 30, 2017 | shares | 714,250 |
Exercise Price Per Share, minimum | $ 3.1 |
Exercise Price Per Share, maximum | $ 6 |
Weighted-Average Remaining Contractual Life | 9 years 7 months 10 days |
Weighted-Average Exercise Price | $ 4.95 |
$6.1 - $7 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance, June 30, 2017 | shares | 97,500 |
Exercise Price Per Share, minimum | $ 6.1 |
Exercise Price Per Share, maximum | $ 7 |
Weighted-Average Remaining Contractual Life | 9 years 7 months 17 days |
Weighted-Average Exercise Price | $ 8.49 |
EMPLOYEE STOCK OPTION PLAN (D54
EMPLOYEE STOCK OPTION PLAN (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Sep. 01, 2015 | Sep. 11, 2012 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 26, 2015 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 655 | $ 322 | ||||
Warrant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of warrants outstanding | 334,064 | |||||
Maxim Partners LLC | Warrant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Term of warrant | 5 years | |||||
Number of warrants to purchase common stock | 25,000 | |||||
Exercise price | $ 7 | |||||
Cover-All | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Merger exchange ratio | $ 0.21641 | |||||
Cover-All | Monarch Capital Group LLC | Loan Agreement | Warrant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Term of warrant | 5 years | |||||
Number of warrants to purchase common stock | 42,000 | |||||
Exercise price | $ 1.48 | |||||
Imperium | Cover-All | Loan Agreement | Stock Purchase Warrant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Term of warrant | 5 years | |||||
Number of warrants to purchase common stock | 1,400,000 | |||||
Exercise price | $ 1.48 | |||||
Merger exchange ratio | $ 0.21641 | |||||
Imperium | Cover-All | Subsidiary | Loan Agreement | Term Loan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Period of loan | 3 years | |||||
Loan amount | $ 2,000 | |||||
Imperium | Cover-All | Subsidiary | Loan Agreement | Revolving credit line | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Period of loan | 3 years | |||||
Loan amount | $ 250,000 | |||||
Majesco 2015 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized for granted by Board of Directors | 3,877,263 | |||||
Aggregate shares available for grant under the 2015 Plan | 1,059,538 | |||||
Fair value method used to measure share-based awards | Black-Scholes-Merton option-pricing model ("Black-Scholes") | |||||
Unrecognized compensation cost | $ 3,477 | |||||
Weighted-average period of unrecognized compensation cost | 2 years 8 months 12 days | |||||
Majesco 2015 Equity Incentive Plan | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock options outstanding and exercisable | 1,044,022 | |||||
Options granted under ESOP plan 1 | 30,000 | |||||
Employee Stock Option Scheme of Majesco Limited - Plan 1 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 1,911 | |||||
Weighted-average period of unrecognized compensation cost | 2 years 6 months 22 days | |||||
Weighted average remaining contractual life of options | 9 years 6 months 26 days | |||||
Employee Stock Option Scheme of Majesco Limited - Plan 1 | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted under ESOP plan 1 | 166,500 | |||||
Employee Stock Option Scheme of Majesco Limited - Plan 1 | Majesco Limited | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock options outstanding and exercisable | 966,453 |
EMPLOYEE STOCK OPTION PLAN (D55
EMPLOYEE STOCK OPTION PLAN (Detail Textuals 1) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 655 | $ 322 |
Majesco Performance Bonus Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ (5) | $ 1,327 |
Majesco Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for purchase under the ESPP | 2,000,000 | |
Granted during the year | 74,126 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Net Income/ (Loss) | $ (1,650) | $ (550) |
Basic weighted average outstanding equity shares | 36,509,773 | 36,451,606 |
Adjustment for dilutive potential ordinary shares | ||
Options under Majesco 2015 Equity Plan (in shares) | 0 | 0 |
Dilutive weighted average outstanding equity shares | 36,509,773 | 36,451,606 |
Earnings per share: | ||
Basic (in dollars per shares) | $ (0.05) | $ (0.02) |
Diluted (in dollars per share) | $ (0.05) | $ (0.02) |
EARNINGS PER SHARE (Details Tex
EARNINGS PER SHARE (Details Textuals) - shares | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of diluted earnings per share | 2,813,559 | 2,390,787 |
RELATED PARTIES TRANSACTIONS (D
RELATED PARTIES TRANSACTIONS (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | |
Majesco Limited | |||
Related Party Transaction [Line Items] | |||
Net reimbursable expenses receivable /(payable) to Majesco Limited or Mastek Ltd. | [1] | $ 134 | $ (622) |
[1] | The net reimbursable expenses payable at June 30, 2017 and March 31, 2017 include employee stock option charges of Majesco Limited and various expenses which are recurring in nature and attributable to shared resources with Majesco Limited or Mastek Ltd. that are in the process of being separated after the Reorganization, including air travel, travel insurance, telephone costs, water charges, insurance costs, administrative personnel costs, software and hardware costs and third party license costs, less receivables from Majesco Limited or Mastek Limited for similar expenses. |
RELATED PARTIES TRANSACTIONS 59
RELATED PARTIES TRANSACTIONS (Details 1) - Majesco Software and Solutions India Private Limited - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Majesco Limited | Mahape premises | ||
Related Party Transaction [Line Items] | ||
Security deposits paid for use of premises | $ 650 | $ 648 |
Mastek | Pune premises | ||
Related Party Transaction [Line Items] | ||
Security deposits paid for use of premises | 225 | 224 |
Mastek | Ahmedabad premises | ||
Related Party Transaction [Line Items] | ||
Security deposits paid for use of premises |
RELATED PARTIES TRANSACTIONS 60
RELATED PARTIES TRANSACTIONS (Detail Textuals) $ in Thousands | Mar. 01, 2016USD ($) | Dec. 02, 2015USD ($) | Dec. 02, 2015GBP (£) | Oct. 31, 2015USD ($) | Oct. 31, 2015SGD | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||
Rental expenses | $ 1,301 | ||||||
Payment made for services | 138 | $ 56 | |||||
Arrangement fees and guarantee commission | 12 | 319 | |||||
MAJESCO SDN BHD | Share Purchase Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Total cash purchase consideration | $ 276,000 | SGD 381,800 | |||||
Majesco Limited | Mahape | |||||||
Related Party Transaction [Line Items] | |||||||
Rental expenses | 327 | 315 | |||||
Majesco Limited | UK | Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Core services charges | $ 20 | £ 13 | |||||
Notice termination period | 90 days | 90 days | |||||
Majesco Limited | Majesco Software and Solutions India Private Limited | |||||||
Related Party Transaction [Line Items] | |||||||
Rental expenses | 327 | 315 | |||||
Majesco Limited | Majesco Software and Solutions India Private Limited | Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Core services charges | 261 | 232 | |||||
Majesco Limited | Digility | Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Sublease rental | 4 | 4 | |||||
Payment made for services | 11 | 0 | |||||
Initial set-up fee | $ 1 | ||||||
Monthly fee | $ 4 | ||||||
Mastek | Majesco Software and Solutions India Private Limited | |||||||
Related Party Transaction [Line Items] | |||||||
Rental expenses | 103 | $ 74 | |||||
Mastek | Majesco Software and Solutions India Private Limited | Pune | |||||||
Related Party Transaction [Line Items] | |||||||
Rental expenses | 409 | ||||||
Mastek | Majesco Software and Solutions India Private Limited | Ahmedabad | |||||||
Related Party Transaction [Line Items] | |||||||
Rental expenses | $ 2 |
STOCKHOLDERS EQUITY (Details Te
STOCKHOLDERS EQUITY (Details Textuals) - shares | Jun. 30, 2017 | Mar. 31, 2017 |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares designated | 50,000,000 | 50,000,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 27,922 | $ 32,554 |
USA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 24,382 | 28,721 |
UK | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,480 | 2,384 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 223 | 340 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,102 | 759 |
Thailand | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | ||
Others | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 735 | $ 350 |
SEGMENT INFORMATION (Details 1)
SEGMENT INFORMATION (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 3,418 | $ 3,659 |
USA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 1,675 | 1,812 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 1,732 | 1,835 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | ||
UK | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 10 | 11 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 1 | $ 1 |
SEGMENT INFORMATION (Details 2)
SEGMENT INFORMATION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue, Major Customer [Line Items] | ||
Revenues | $ 27,922 | $ 32,554 |
Customer A | Revenue | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 1,696 | $ 3,722 |
Percentage of combined revenue | 6.00% | 11.00% |
Customer A | Accounts receivables and unbilled accounts receivable | ||
Revenue, Major Customer [Line Items] | ||
Accounts receivables and unbilled accounts receivable | $ 1,590 | $ 4,518 |
Percentage of combined revenue | 6.00% | 14.00% |
Customer B | Revenue | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 1,370 | $ 1,617 |
Percentage of combined revenue | 5.00% | 5.00% |
Customer B | Accounts receivables and unbilled accounts receivable | ||
Revenue, Major Customer [Line Items] | ||
Accounts receivables and unbilled accounts receivable | $ 1,102 | $ 557 |
Percentage of combined revenue | 4.00% | 2.00% |
SEGMENT INFORMATION (Detail Tex
SEGMENT INFORMATION (Detail Textuals) | 3 Months Ended | |
Jun. 30, 2017SegmentsCustomer | Jun. 30, 2016Customer | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segments | 1 | |
Number of customer with 10% or more of total revenue | 0 | 1 |
Number of customer with 10% or more of total accounts receivables | 0 | 1 |
Concentration risk benchmark description | 10% or more | 10% or more |
COMMITMENTS (Details)
COMMITMENTS (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 2,251 |
2,019 | 3,086 |
2,020 | 3,172 |
2,021 | 732 |
2,022 | 289 |
Beyond 5 years | 729 |
Total minimum lease payments | $ 10,259 |
COMMITMENTS (Detail Textuals)
COMMITMENTS (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Operating Leased Assets [Line Items] | |||
Outstanding contractual commitments | $ 130 | $ 358 | |
Rental expense for operating leases | 864 | $ 763 | |
Rent paid | 1,301 | ||
Majesco Limited | Mahape | |||
Operating Leased Assets [Line Items] | |||
Aggregate annual rent payable | 1,301 | ||
Rent paid | $ 327 | 315 | |
Description of lease agreements | The lease is effective June 1, 2015 and expires on May 31, 2020. | ||
Mastek | Pune | |||
Operating Leased Assets [Line Items] | |||
Aggregate annual rent payable | $ 294 | ||
Description of lease agreements | The lease is effective June 1, 2015 and expires on May 31, 2020. | ||
Operating lease termination period | 5 years | ||
Mastek | Pune | Supplementary Lease | |||
Operating Leased Assets [Line Items] | |||
Aggregate annual rent payable | $ 115 | ||
Rent paid | $ 103 | 74 | |
Description of lease agreements | The lease is effective April 1, 2016 and expires on May 31, 2020. | ||
Operating lease termination period | 5 years | ||
Mastek | Ahmedabad | |||
Operating Leased Assets [Line Items] | |||
Aggregate annual rent payable | $ 2 | ||
Rent paid | $ 0 | $ 1 | |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Renewal period range | 2 years | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Renewal period range | 5 years |
ACQUISITION (Details)
ACQUISITION (Details) - Cover-All $ in Thousands | 6 Months Ended |
Jun. 26, 2015USD ($) | |
Business Acquisition [Line Items] | |
Common stock | $ 12 |
Additional paid-in capital | 29,708 |
Total consideration | $ 29,720 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 26, 2015 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 32,216 | $ 32,216 | $ 32,275 | |
Cover-All | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,990 | |||
Accounts receivable | 1,592 | |||
Prepaid expenses and other current assets | 629 | |||
Property, plant and equipment | 454 | |||
Other assets | 148 | |||
Customer contracts | 2,410 | |||
Customer relationships | 4,460 | |||
Technology | 3,110 | |||
Defer tax asset on NOL | 459 | |||
Accounts payable | (1,120) | |||
Accrued expenses | (623) | |||
Deferred revenue | (2,515) | |||
Capital lease liability | (294) | |||
Total fair value of assets acquired | 11,700 | |||
Fair value of consideration paid | 29,720 | |||
Goodwill | $ 18,020 |
ACQUISITION (Details 2)
ACQUISITION (Details 2) - USD ($) $ in Thousands | 1 Months Ended | |||
Oct. 31, 2015 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 32,216 | $ 32,216 | $ 32,275 | |
Mastek Asia Pacific Pte Limited | Share Purchase Agreement | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 212 | |||
Accounts receivable | 18 | |||
Other assets | 1 | |||
Accrued expenses | (14) | |||
Total fair value of assets acquired | 217 | |||
Fair value of consideration paid | 276 | |||
Goodwill | $ 59 |
ACQUISITION (Details 3)
ACQUISITION (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Goodwill [Roll Forward] | ||
Opening value | $ 32,216 | $ 32,275 |
Addition of goodwill related to acquisition | 1 | |
Impairment of Goodwill | (60) | |
Closing value | $ 32,216 | $ 32,216 |
ACQUISITION (Details 4)
ACQUISITION (Details 4) - Cover-All $ in Thousands | 3 Months Ended |
Jun. 30, 2017USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 6 years |
Amount assigned | $ 9,980 |
Residual value | |
Customer contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 3 years |
Amount assigned | $ 2,410 |
Residual value | |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 8 years |
Amount assigned | $ 4,460 |
Residual value | |
Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 6 years |
Amount assigned | $ 3,110 |
Residual value |
ACQUISITION (Details 5)
ACQUISITION (Details 5) - Cover-All $ in Thousands | 3 Months Ended |
Jun. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 28,219 |
Earnings/(loss) | $ 283 |
ACQUISITION (Detail Textuals)
ACQUISITION (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 26, 2015 | Mar. 31, 2016 | Mar. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 32,216 | $ 32,275 | $ 32,216 | |||
Revenues | 27,922 | $ 32,554 | ||||
Earnings | $ (1,650) | $ (550) | ||||
Cover-All | ||||||
Business Acquisition [Line Items] | ||||||
Merger exchange ratio | $ 0.21641 | |||||
Share percentage of capitalization of combined company | 16.50% | |||||
Number of shares issued in merger | 5,844,830 | |||||
Number of common stock shares issued to options and restricted stock units holders | 197,081 | |||||
Common stock increased by amount | $ 12 | |||||
Additional paid in capital increased by amount | 29,708 | |||||
Goodwill | $ 18,020 | |||||
Revenues | $ 233 | 17,636 | ||||
Earnings | $ 47 | $ 1,260 |