Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Jun. 23, 2015 | Sep. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CollabRx, Inc. | ||
Entity Central Index Key | 931,059 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,164,350 | ||
Entity Common Stock, Shares Outstanding | 10,487,373 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2015 | Mar. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 7,521 | $ 1,430 |
Accounts receivable | 88 | 148 |
Prepaid expenses and other current assets | 91 | 183 |
Deferred financing costs | 0 | 162 |
Investments | 0 | 378 |
Total current assets | 7,700 | 2,301 |
Property and equipment, net | 106 | 130 |
Intangible assets, net | 501 | 1,281 |
Goodwill | 603 | 603 |
Investments | 399 | 0 |
Total assets | 9,309 | 4,315 |
Current liabilities: | ||
Accounts payable and accrued expenses | 529 | 255 |
Promissory note payable, current | 208 | 0 |
Deferred revenue | 104 | 108 |
Liabilities of discontinued operations | 0 | 5 |
Total current liabilities | 841 | 368 |
Deferred tax liability | 195 | 500 |
Promissory notes payable | 325 | 509 |
Other long-term liabilities | 12 | 13 |
Total liabilities | $ 1,373 | $ 1,390 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued and outstanding | $ 0 | $ 0 |
Common stock, $0.01 par value; 50,000,000 shares authorized; 10,469,120 and 2,005,187 shares issued and outstanding as of March 31, 2015 and March 31, 2014, respectively | 105 | 20 |
Additional paid-in capital | 141,084 | 130,994 |
Accumulated deficit | (133,253) | (128,089) |
Total stockholders' equity | 7,936 | 2,925 |
Total liabilities and stockholders' equity | $ 9,309 | $ 4,315 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2015 | Mar. 31, 2014 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 10,469,120 | 2,005,187 |
Common stock, shares outstanding (in shares) | 10,469,120 | 2,005,187 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $ 498 | $ 658 |
Cost of revenue | 72 | 158 |
Gross profit | 426 | 500 |
Operating expenses: | ||
Engineering | 2,087 | 1,714 |
Research and development | 85 | 284 |
Sales and marketing | 293 | 271 |
General and administrative | 2,828 | 1,819 |
Intangible asset impairment | 571 | 0 |
Total operating expenses | 5,864 | 4,088 |
Operating loss | (5,438) | (3,588) |
Other income (expense), net | (27) | 40 |
Loss before income tax benefit | (5,465) | (3,548) |
Income tax benefit | (301) | (79) |
Loss from continuing operations | (5,164) | (3,469) |
Gain on sale of discontinued operations, net of taxes | 0 | 267 |
(Loss) income from discontinued operations, net of taxes | 0 | (112) |
Net income from discontinued operations, net of taxes | 0 | 155 |
Net loss | $ (5,164) | $ (3,314) |
Net loss per share from continuing operations: | ||
Basic and diluted (in dollars per share) | $ (1.52) | $ (1.77) |
Net income per share from discontinued operations: | ||
Basic and diluted (in dollars per share) | 0 | 0.08 |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (1.52) | $ (1.69) |
Weighted-average shares used in per share computation: | ||
Basic and diluted (in shares) | 3,387 | 1,965 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balances at Mar. 31, 2013 | $ 5,704 | $ 19 | $ 130,602 | $ (142) | $ (124,775) |
Balances (in shares) at Mar. 31, 2013 | 1,952,980 | ||||
Proceeds from at-the-market facility | 6 | $ 0 | 6 | 0 | 0 |
Proceeds from at-the-market facility (in shares) | 1,810 | ||||
Stock options exercised | 35 | $ 0 | 35 | 0 | 0 |
Stock options exercised (in shares) | 10,000 | ||||
Stock compensation expense and released restricted stock units | 352 | $ 1 | 351 | 0 | 0 |
Stock compensation expense and released restricted stock units (in shares) | 40,397 | ||||
Cumulative translation adjustment | 142 | $ 0 | 0 | 142 | |
Net loss | (3,314) | 0 | 0 | 0 | (3,314) |
Balances at Mar. 31, 2014 | $ 2,925 | $ 20 | 130,994 | 0 | (128,039) |
Balances (in shares) at Mar. 31, 2014 | 2,005,187 | 2,005,187 | |||
Proceeds from at-the-market facility | $ 23 | $ 0 | 23 | 0 | 0 |
Proceeds from at-the-market facility (in shares) | 7,101 | ||||
Common stock issued | $ 9,284 | $ 80 | 9,204 | ||
Common stock issued (in shares) | 7,132,535 | 8,046,035 | |||
Proceeds from exercised warrants | $ 204 | $ 2 | 202 | 0 | 0 |
Proceeds from exercised warrants (in shares) | 160,000 | ||||
Stock compensation expense and released restricted stock units | 664 | $ 3 | 661 | 0 | 0 |
Stock compensation expense and released restricted stock units (in shares) | 250,797 | ||||
Net loss | (5,164) | $ 0 | 0 | 0 | (5,164) |
Balances at Mar. 31, 2015 | $ 7,936 | $ 105 | $ 141,084 | $ 0 | $ (133,253) |
Balances (in shares) at Mar. 31, 2015 | 10,469,120 | 10,469,120 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (5,164) | $ (3,314) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation expense | 664 | 352 |
Fair value adjustment of common stock warrants | 0 | (10) |
Depreciation | 41 | 34 |
Reclassified loss of foreign exchange translation | 0 | 142 |
Intangible asset impairment | 571 | 0 |
Amortization of intangible assets | 209 | 209 |
Accrued interest on convertible note receivable | (21) | (33) |
Deferred tax liability | (305) | (81) |
Accrued interest promissory note payable | 24 | 5 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 60 | 102 |
Prepaid expenses and other current assets | 92 | (46) |
Accounts payable, accrued expenses and other liabilities | 268 | 101 |
Deferred revenue | (4) | 108 |
Net cash used in operating activities | (3,565) | (2,431) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (17) | (22) |
Net cash used in investing activities | (17) | (22) |
Cash flows from financing activities: | ||
Proceeds from issuance of note payable | 678 | 0 |
Payments on note payable | (678) | 0 |
Proceeds from issuance of common stock | 10,795 | 0 |
Financing costs | (1,349) | (162) |
Proceeds from warrants exercised | 204 | 0 |
Proceeds from at-the-market facility | 23 | 6 |
Net cash provided by financing activities | 9,673 | (156) |
Net increase/(decrease) in cash and cash equivalents | 6,091 | (2,609) |
Cash and cash equivalents as of beginning of year | 1,430 | 4,039 |
Cash and cash equivalents as of end of year | 7,521 | 1,430 |
Supplemental disclosure of non-cash activities: | ||
Amount receivable from stock option exercise | 0 | 35 |
Applied deferred financing costs | $ 162 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies The Company CollabRx, Inc., a Delaware corporation (“CollabRx,” the “Company” or “we,” “us,” or “our”), is the formerly named Tegal Corporation, a Delaware corporation (“Tegal”), which acquired a private company of the same name on July 12, 2012. Following approval by its stockholders on September 25, 2012, Tegal amended its charter and changed its name to “CollabRx, Inc.” (the “Name Change”). Tegal was formed in December 1989 to acquire the operations of the former Tegal Corporation, a division of Motorola, Inc. Tegal’s predecessor company was founded in 1972 and acquired by Motorola, Inc. in 1978. Tegal completed its initial public offering in October 1995. Originally, Tegal designed, manufactured, marketed and serviced specialized plasma etch systems used primarily in the production of micro-electrical mechanical systems (“MEMS”) devices, such as sensors, accelerometers and power devices. Tegal also sold systems for the etching and deposition of materials found in other devices, such as integrated circuits (“ICs”) and optoelectronic devices found in products such as smart phones, networking gear, solid-state lighting, and digital imaging. As the Company transitioned away from its legacy lines of business in manufacturing and devices, it explored opportunities in various emerging technology sectors, including the photovoltaic solar and medical device industries. These efforts led to Tegal’s investments in Sequel Power and NanoVibronix, as well as the Company’s acquisition of CollabRx, a company that develops information technology products based systems and methods for aggregating and contextualizing the world’s knowledge on genomics-based medicine, with specific applications in advanced cancer. On July 12, 2012, we completed the transition of our business model with the closing of our acquisition of CollabRx. We intend that our acquisition of CollabRx will form the core of our operations going forward. The Company sought and received stockholder approval at the annual meeting held on September 2012 for an amendment to Tegal’s Certificate of Incorporation, changing the corporate name to CollabRx, Inc. The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern. The CollabRx Merger On July 12, 2012, we completed the acquisition of CollabRx (the “Merger”), pursuant to an Agreement and Plan of Merger dated as of June 29, 2012, (the “Merger Agreement”). As a result of the Merger, CollabRx became a wholly-owned subsidiary of the Company. In consideration for 100% of the stock of CollabRx, we agreed to issue an aggregate of 236,433 shares of common stock, representing 14% of the Company’s total shares outstanding prior to the closing, to former CollabRx stockholders. As of July 12, 2012, these shares had a fair value of $932. We also assumed $500 of existing CollabRx indebtedness through the issuance of promissory notes. The principal amount of the promissory notes is payable in equal installments on the third, fourth and fifth anniversaries of the date of issuance, along with the accrued but unpaid interest as of such dates. Also the note receivable balance recognized in the period prior to the acquisition date consisted of an outstanding loan related to the Company’s investment in CollabRx in the first quarter of fiscal year 2013. The Company’s initial investment in CollabRx was in the form of a promissory note that accrued interest at a rate of 0.28% per year compounded annually and matured on or about November 7, 2012. After the completion of the acquisition of CollabRx, the loan was reclassified to be included as part of the purchase price, thereby extinguishing the $300 bridge loan previously extended to CollabRx. The Company did not pay any cash consideration in connection with the acquisition. In addition, Tegal granted a total of 368,417 restricted stock units (“RSUs”) and options as “inducement grants” to newly hired management and employees, all subject to four-year vesting and other restrictions. In December 2012, an aggregate of 215,475 RSUs were forfeited in connection with the resignation of James Karis as the Company’s Co-Chief Executive Officer. On July 12, 2012, in connection with the acquisition of CollabRx, pursuant to the Merger Agreement, dated June 29, 2012, we entered into an Agreement Not to Compete with Jay M. Tenenbaum (the “Noncompete”), pursuant to which Mr. Tenenbaum agreed to refrain from competing with the Company on the terms set forth therein for a period of three years commencing on July 12, 2012. Also on July 12, 2012, we entered into a Stockholders Agreement (the “Stockholders Agreement”) with the former stockholders of CollabRx. Pursuant to the Stockholders Agreement, (i) the Company has agreed to provide certain registration rights to the stockholders, and (ii) the stockholders have agreed to certain transfer restrictions and voting provisions for a period of two years. In connection with the Merger Agreement and the Employment Agreement dated as of June 29, 2012 by and among the Company and James Karis, on July 12, 2012, Mr. Karis, the former Chief Executive Officer of CollabRx, was appointed the Co-Chief Executive Officer and a director of the Company. In December 2012, Mr. Karis resigned from his position as Co-Chief Executive Officer but remained on the Company’s Board of Directors. In addition, pursuant to the Indemnity Agreement dated as of July 12, 2012 by and between the Company and James Karis (the “Indemnity Agreement”), Mr. Karis has been granted customary indemnification rights in connection with his position as an officer and director of the Company. Additional information is set forth, including the description of the Merger provided above, and is qualified in its entirety by reference to the full text of the transaction documents, copies of which are filed as exhibits to the Form 8-K reports filed July 5, 2012 and July 18, 2012. Principles of Consolidation and Foreign Currency Transactions The consolidated financial statements include the accounts of the Company and all of its subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States. Intercompany transactions and balances are eliminated in consolidation. Accounts denominated in foreign currencies are translated using the foreign currencies as the functional currencies. Assets and liabilities of foreign operations are translated to US dollars at current rates of exchange and revenues and expenses are translated using weighted-average rates. The effects of translating the financial statements of foreign subsidiaries into US dollars are reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Gains and losses from foreign currency transactions are included in the statements of operations as a component of other income (expense), net, and were not material in all periods presented. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could vary from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt and equity instruments having a maturity of three months or less on the date of purchase to be cash equivalents. As of March 31, 2015 and 2014, all of the Company’s current investments are classified as cash equivalents in the consolidated balance sheets. The investment portfolio as of March 31, 2015 and 2014 is comprised of money market funds. Financial Instruments The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued expenses and other liabilities approximates fair value due to their relatively short maturity. Based on the borrowing rates currently available to the Company, the note payable carrying value approximates fair value. With our exit from our historical operations, our exposure to foreign currency fluctuations has been mostly eliminated. The Company does not hold derivative financial instruments for speculative purposes. Previously, the Company would periodically enter into foreign exchange contracts to sell Euros, which are used to hedge a sales transaction in which costs were denominated in US dollars and the related revenue was generated in Euros. On March 31, 2015 and 2014, the Company had no open foreign exchange contracts to sell Euros or any other foreign currencies. Changes in the exchange rate between the Euro and the US dollar are currently immaterial to our operating results. Exposure to foreign currency exchange rate risk may increase over time as our business evolves. Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and we consider what assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: · Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. · Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. · Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The Company’s financial instruments consist primarily of money market funds. As of March 31, 2015, all of the Company’s current assets in financial instruments investments were classified as cash equivalents in the consolidated balance sheet. Our cash equivalents totaled $7,521. The investment portfolio at March 31, 2015 was comprised of money market funds. The carrying amounts of the Company’s cash equivalents are valued using Level 1 inputs. In addition, the Company values its investment in NanoVibronix at cost. As of September 30, 2013, the Company’s warrant liability has been extinguished, and the Company has no other financial instruments subject to using Level 3 inputs. Investments During the fourth quarter of fiscal year 2015, the Convertible Promissory Note was reclassified as an equity instrument at the carrying value of the note upon maturity, as NanoVibronix did not yet have an effective market price. The Company’s carrying amount of its equity investment approximates fair value. On a periodic basis, we assess whether there are any indicators that the fair value of our investment may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Prior to conversion, the Company’s investment in the Convertible Promissory Note consisted solely of the investment in NanoVibronix. That note bore interest at a rate of 10% per year compounded annually and matured on November 15, 2014. Interest was accrued and recognized quarterly. As of March 31, 2015 and 2014, the Convertible Promissory Note balance was $399 and $378, respectively, consisting of the original $300 investment and $99 and $78, respectively, in accrued interest. As of March 31, 2015, the NanoVibronix registration statement was not yet effective with the SEC nor was the NanoVibronix stock trading as it has not yet cleared the Depository Trust & Clearing Corporation (“DTC”). The Company believes the maturity date value of the Convertible Promissory Note approximates the fair value of the investment as of March 31, 2015, as NanoVibronix did not yet have an effective market price. Once the NanoVibronix, Inc. offering is complete, we expect the Company’s Chief Executive Officer will become a member of the NanoVibronix, Inc. Board of Directors. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash investments and accounts receivable. Substantially all of the Company’s liquid investments are invested in money market funds. The Company’s accounts receivable are derived primarily from sales to customers located in the United States. Prior to our exit from our historical core operations, the Company performed ongoing credit evaluations of its customers and generally required no collateral. For fiscal years 2015 and 2014, the Company had zero reserves for potential credit losses as such risk was determined to be immaterial. The Company does not currently maintain an allowance for doubtful accounts receivable for potential estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes no such reserve is currently required. The Company had zero write-offs during fiscal years 2015 and 2014. The Company reviews the estimated risk of current customers’ inability to make payments on a quarterly basis to determine if any amount is uncollectible. As of March 31, 2015, three customers accounted for 95% of our trade accounts receivable balance. As of March 31, 2014, four customers accounted for 100% of the trade accounts receivable balance. As of March 31, 2015, the balance in trade accounts receivable was $88. As of March 31, 2014, the balance in trade accounts receivable was $148. Life Technologies, Inc. has been a major contributor to our revenues and gross profits in the past, however we have funded the Company’s operating expenses primarily with cash on hand and the net proceeds from the sale of discontinued assets, as disclosed in prior and current filings. We are actively engaged in negotiations with several other companies who are interested in purchasing our content on similar terms or under annual subscriptions or software-as-a-service arrangements. Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Leasehold improvements are stated at cost and are amortized using the straight-line method over the shorter of the estimated useful life of the improvements or the lease term. Significant additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. When assets are disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are included in the results of operations. The Company generally depreciates its assets over the following periods: Years Furniture and machinery and equipment 7 Computer and software 3 – 5 Leasehold improvements 5 or remaining lease life Intangible Assets Intangibles include acquired technology, customer relationships, non-compete agreements, patents and trademarks that are amortized on a straight-line basis over periods ranging from 3 years to 10 years. The Company performs an ongoing review of its identified intangible assets to determine if facts and circumstances exist that indicate the useful life is shorter than originally estimated or the carrying amount may not be recoverable. If such facts and circumstances exist, the Company assesses the recoverability of identified intangible assets by comparing the projected undiscounted net cash flow associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Intangible assets, except for trade names and goodwill, are amortized on a straight-line basis. Intangible assets related to trade names and goodwill are not amortized. The Company tests for impairment at least annually. The amortization expense included in cost of revenue is related to the acquired developed technology software and is amortized on a straight line basis over the expected life of the asset, which the Company believes to be ten years. Prior to the acquisition of CollabRx, all of the Company’s historical intangible assets, other than those related to NLD and Compact, were included in the asset sale of the DRIE product line to SPTS. The last of the intangible assets related to NLD and Compact were sold in the second quarter in fiscal year 2014. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the useful life is shorter than originally estimated or the carrying amount may not be recoverable as well as at fiscal year end. If undiscounted expected future cash flows are less than the carrying value of the assets, an impairment loss is recognized based on the excess of the carrying amount over the fair value of the assets. During the quarter ended March 31, 2015, we reviewed our long-lived assets for indicators of impairment in accordance with ASC 360 “Property, Plant and Equipment” and ASC 350 “Intangibles - Goodwill and Other.” Based on reduced estimates of future revenues related to certain acquired assets, we identified a potential indicator of impairment. At the end of the fourth quarter of fiscal year 2015, the Company determined that a large portion of the remaining net book value of the developed technology software product and customer relationship assets acquired in the original CollabRx, Inc. merger should be impaired. Since the CollabRx acquisition in June 2012, the basis for the Company’s future growth and profitability has changed materially and is no longer as based on as much of the acquired assets. The Company therefore recognized a total $571 in impairment charges, which included $415 for developed technology, and $156 for customer relationships. The impairment charge is included separately on the consolidated statement of operations. We also determined that the useful lives of the intangible assets developed technology and customer relationships are shorter than originally estimated. No impairment charges for intangible assets were recorded for the fiscal year ended 2014. All of the Company’s historical intangible assets, other than those related to NLD and Compact, were included in the asset sale of the DRIE product line to SPTS. As the Company’s NLD patents and intellectual property were all internally developed (except for those acquired in connection with the Simplus acquisition, which were subsequently written-off) the value of the Company’s NLD technology had no recorded value prior to sale. Long-lived assets also consist of property, plant and equipment. The Company recorded disposal losses of $0 for fixed assets for each the fiscal years ended March 31, 2015 and 2014, respectively. Change of Accounting Estimate Upon the original acquisition of CollabRx, the Company determined that the lives of intangible assets were determined to be between 3 years to 10 years. Originally, the life of the acquired developed technology software was determined to be ten years, expiring in July 2022, and the life of the customer relationships was determined to be five years, expiring in July 2017. During the fiscal year ended March 31, 2015, the Company determined facts and circumstances existed that indicated the useful lives of these two intangible assets were shorter than originally estimated. The Company has adjusted the lives of its acquired developed technology and its customer relationships and now expects the lives of these assets to expire no later than March 2016. Deferred Financing Costs Deferred financing costs represent expenses incurred to raise equity capital related to financing transactions which have not yet been completed as of the consolidated balance sheet dates. Accounts Receivable – Allowance for Sales Returns and Doubtful Accounts For fiscal years 2015 and 2014, the Company had zero reserves for potential credit losses as such risk was determined to be immaterial. The Company does not currently maintain an allowance for doubtful accounts receivable for potential estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes no such reserve is currently required. The Company had zero write-offs during fiscal years 2015 and 2014. The Company reviews the estimated risk of current customers’ inability to make payments on a quarterly basis to determine if any amount is uncollectible. As of March 31, 2015, the balance in trade accounts receivable was $88. As of March 31, 2014, the balance in trade accounts receivable was $148. As of March 31, 2015, three customers accounted for 95% of our trade accounts receivable balance. As of March 31, 2014, four customers accounted for 100% of the trade accounts receivable balance. Revenue Recognition Each contract sale of our interpretive data is evaluated individually in regard to revenue recognition. We had integrated in our evaluation the related guidance included in Accounting Standards Codification (“ASC”) Topic 605 – “Revenue Recognition”. We recognized revenue when persuasive evidence of an arrangement exists, the seller’s price is fixed or determinable and collectability is reasonably assured. For arrangements that include multiple deliverables, we identify separate units of accounting based on the guidance under ASC 605-25, “Multiple Element Arrangements”, which provides that revenue arrangements with multiple deliverables should be divided into separate units of accounting, if certain criteria are met. The consideration of the arrangement is allocated to the separate units of accounting using the relative selling price method. Applicable revenue recognition criteria are considered separately for each separate unit of accounting. Revenue from fixed price contracts is recognized primarily under the percentage of completion method. Under this method we recognize estimated contract revenue and resulting income based on costs incurred to date as a percentage of the total estimated costs as we consider this model to best reflect the economics of these contracts. In such contracts, the Company’s efforts, measured by time incurred, typically represents the contractual milestones or output measure. Income Taxes We account for income taxes in accordance with ASC Topic 740, “Income Taxes”, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Under ASC 740, the liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. We evaluate annually the realizability of our deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. In 2015 and 2014, we have recorded a full valuation allowance for our deferred tax assets based on our past losses and uncertainty regarding our ability to project future taxable income. In future periods, if we are able to generate income we may reduce or eliminate the valuation allowance. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed using the weighted-average number of common shares outstanding plus any potentially dilutive securities, except when the effect of including such changes is antidilutive. The weighted-average number of shares and the (loss) income per share reflect a 1-for-5 reverse stock split effected by the Company on June 15, 2011. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718 – “Compensation-Stock Compensation” (“ASC 718”) which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s service period. We have adopted several stock plans that provide for issuance of equity instruments to our employees and non-employee directors. Our plans include incentive and non-statutory stock options and restricted stock awards. These equity awards generally vest ratably over a four-year period on the anniversary date of the grant, and stock options expire ten years after the grant date. Restricted stock awards do not expire. Certain restricted stock awards may vest on the achievement of specific performance targets. We also have an Employee Stock Purchase Plan (“ESPP”) that allows qualified employees to purchase shares of common stock at 85% of the fair market value on specified dates. The ESPP plan expired on July 22, 2014. Comprehensive Loss Comprehensive loss is defined as the change in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. For the years ended March 31, 2015 and 2014, the Company had no items of other comprehensive loss. Therefore, the net loss equals comprehensive loss for the years then ended. Recent Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU No. 2014-08, “ Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers Revenue Recognition In August 2014, the FASB Presentation of Financial Statements – Going Concern (Sub Topic 205-40) – Uncertainties about an Entity’s Ability to Continue as a Going Concern. |
Balance Sheet and Statement of
Balance Sheet and Statement of Operations Detail | 12 Months Ended |
Mar. 31, 2015 | |
Balance Sheet and Statement of Operations Detail [Abstract] | |
Balance Sheet and Statement of Operations Detail | Note 2. Balance Sheet and Statement of Operations Detail Property and equipment, net, consisted of: March 31, 2015 2014 Furniture $ 144 $ 133 Office Equipment 78 72 Leasehold Improvements 5 5 Total 227 210 Accumulated Depreciation (121 ) (80 ) Disposals - - Total Property and Equipment 106 130 Depreciation expense for years ended March 31, 2015 and 2014 was $41 and $34, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2015 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 3. Intangible Assets With the acquisition of CollabRx, and the impairment of the related acquired software in the current fiscal year, as of March 31, 2015, the Company’s intangible assets net value was $501. The Company does not amortize the trade name as it has an indefinite life subject to annual impairment tests. The net book value of Goodwill was $603. Amortization expense was $209 for each fiscal year 2015 and 2014, respectively. In fiscal year 2015, the Company impaired the value of its Developed Technology by $415, and Customer Relationships by $156. As of March 31, 2015, intangible assets, net, not including goodwill, consisted of the following: Gross Accumulated Amortization Impairment Net Developed Technology $ 719 $ (200 ) $ (415 ) $ 104 Customer Relationships 433 (239 ) (156 ) 38 Trade Name 346 - - 346 Non Compete Agreement 151 (138 ) - 13 Total $ 1,649 $ (577 ) $ (571 ) $ 501 As of March 31, 2014, intangible assets, net, not including goodwill, consisted of the following: Gross Accumulated Amortization Impairment Net Developed Technology $ 719 $ (128 ) $ - $ 591 Customer Relationships 433 (152 ) - 281 Trade Name 346 - - 346 Non Compete Agreement 151 (88 ) - 63 Total $ 1,649 $ (368 ) $ - $ 1,281 Future estimated amortization expense is as follows: Year Ending March 31, Estimated Amortization Expense 2016 $ 155 2017 - 2018 - 2019 - 2020 - Thereafter - $ 155 The Company sold all remaining intangibles, except the NLD related patents, to SPTS on February 9, 2011. The Company retained the internally developed NLD patents and has sold all of these patents as of March 31, 2014. Amortization expense was $209 for the fiscal years ended March 31, 2015 and 2014, respectively. |
Earnings Per Share (EPS)
Earnings Per Share (EPS) | 12 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share (EPS) [Abstract] | |
Earnings Per Share (EPS) | Note 4. Earnings Per Share (EPS) Basic EPS is computed by dividing income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding (denominator) for the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted EPS uses the average market prices during the period. All amounts in the following table are in thousands except per share data. The weighted-average number of shares and the (loss) income per share reflect a 1-for-5 reverse stock split effected by the Company on June 15, 2011. Basic net income (loss) per common share is computed using the weighted-average number of shares of common stock outstanding. The following table represents the calculation of basic and diluted net income (loss) per common share (in thousands, except per share data): Year Ended March 31, 2015 2014 Loss from continuing operations $ (5,164 ) $ (3,469 ) Net income from discontinued operations, net of taxes - 155 Net loss applicable to common stockholders $ (5,164 ) $ (3,314 ) Basic and diluted: Weighted-average common shares outstanding 3,387 1,965 Weighted-average common shares used in per share computation 3,387 1,965 Net loss per share from continuing operations: Basic and diluted $ (1.52 ) $ (1.77 ) Net income per share from discontinued operations: Basic and diluted $ - $ 0.08 Net loss per share: Basic and diluted $ (1.52 ) $ (1.69 ) The following shares of common stock equivalents and warrants were excluded from the computation of diluted earnings per share for the years March 31, 2015 and 2014 because including them would have been anti-dilutive. March 31, 2015 March 31, 2014 Outstanding Options 665,058 371,759 Outstanding RSUs 23,921 129,050 688,979 500,809 Warrants - Sequel - 92,888 Warrants S-3 (June 2014) 27,405 - Warrants - S-1 4,256,000 - Warrants - underwriters 186,066 - Shares Excluded from EPS calculation 5,158,450 593,697 The weighted-average exercise price per share of the excluded outstanding options and outstanding and deferred RSUs of 688,979 and 500,809 was $8.39 and $10.17, as of March 31, 2015 and 2014, respectively. The warrants to purchase 92,888 shares of common stock had an exercise price of $3.15 per share, and represented the balance of Sequel Power’s grant, which expired unexercised on January 14, 2015. In addition, the outstanding balance excludes 27,405 warrants to purchase shares of common stock, which were issued in connection with the recent public offering, which closed on June 25, 2104. These warrants have an exercise price of $2.50 per share and are not exercisable until June 24, 2015 and expire June 24, 2020. The S-1 warrants expire February 25, 2020 and have an exercise price of $1.18. Such securities could potentially dilute earnings per share in future periods. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Note 5. Discontinued Operations Until 2011, we designed, manufactured, marketed and serviced specialized plasma etch systems used primarily in the production of micro-electrical mechanical systems devices, such as sensors, accelerometers and power devices. Previously, we also sold systems for the etching and deposition of materials found in other devices, such as integrated circuits and optoelectronic devices found in products such as smart phones, networking gear, solid-state lighting, and digital imaging. In a series of meetings in late May and early June 2009, our Board of Directors reviewed several basic strategic options presented by management, including investigating opportunities for the sale of the Company or its assets. In December 2009, having received no bona fide offers for the Company as a going concern, the Board and management agreed to continue operations and to offer selected asset groups to potential buyers. On March 19, 2010, we completed the sale of the legacy Etch and PVD assets to OEM Group, Inc. We discontinued our development efforts in NLD at the end of fiscal 2010, and began offering these assets for sale to third-parties. At the same time, we began the process of closing and/or liquidating all of our other wholly-owned subsidiary companies, including SFI and Tegal GmbH, along with branches in Taiwan, Korea and Italy. The subsidiaries were then included in discontinued operations. On February 9, 2011, the Company and SPTS entered into an Asset Purchase Agreement. That agreement included the sale of all of the shares of Tegal France, SAS, the Company’s wholly-owned subsidiary and product lines and certain equipment, intellectual property and other assets relating to the DRIE systems and certain related technology. In accordance with generally accepted accounting principles, the DRIE business operations related to the designing, manufacturing, marketing and servicing of systems and parts within the semiconductor industry was presented in discontinued operations in our consolidated financial statements. Amounts for the prior periods were reclassified to conform to this presentation. The exit from the DRIE operation was essentially completed by the end of the fourth quarter of our 2011 fiscal year. The assets and liabilities of discontinued operations are presented separately under the captions “Assets of discontinued operations” and “Liabilities of discontinued operations,” respectively, in the accompanying consolidated balance sheets as of March 31, 2015 and 2014, respectively, and consist of the following: March 31, 2015 March 31, 2014 Assets of Discontinued Operations: Accounts and other receivables, net of allowances for sales returns and doubtful accounts of $0 $ - $ - Prepaid expenses and other current assets - -- Total assets of discontinued operations $ - $ - Liabilities of Discontinued Operations: Accrued expenses and other current liabilities $ - $ 5 Total liabilities of discontinued operations $ - $ 5 As of March 31, 2014, discontinued assets were eliminated with the final closure of the Company’s foreign subsidiary. Discontinued liabilities are related to outstanding commission due. This commission is to be paid when the final documentation of the sale of the last two lots of patents is fulfilled. As of March 31, 2013 discontinued assets and liabilities are solely related to a foreign subsidiary. Discontinued operations consists of interest income from accounts related to discontinued operations, other income, gains and losses on the disposal of fixed assets of discontinued operations, gains and losses on foreign exchange, as well as the reclassification of net expenses associated with our exit from our historical core operations. During fiscal 2014, we recognized $365 from the sale of the last of our NLD patents. As these assets were internally developed, there was a corresponding zero book value. The NLD revenue was offset by related expenses of $98, resulting in a net gain, net of taxes, of $267. With this sale, the Company has no other intellectual property related to discontinued operations. Discontinued operations also included expenses related to the final closing of former foreign subsidiaries. In the three months ended June 30, 2013, the Company recognized a reclassification out of accumulated other comprehensive loss and into Loss from Discontinued Operations, net of taxes. The reclassification is related to the recognition of a non-cash loss of $142 from foreign exchange differences from its former Tegal foreign subsidiaries, primarily as a result of the final closing of the former Tegal German subsidiary. The Company received permission to close the German subsidiary in June 2013. No further audits or reviews are anticipated by foreign taxing authorities. The Company also recognized a cash gain of $20 in discontinued operations as a result of final closing of bank accounts in its Italian subsidiary and a federal tax refund regarding discontinued operations. Total revenue from discontinued operations for fiscal years 2015 and 2014 was $0. The total income from discontinued operations, including income tax expense (benefit), was $0 and $155, for the same years, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 6. Income Taxes The deferred tax asset valuation allowance as of March 31, 2015 and 2014 is attributed to US federal, and state deferred tax assets, which result primarily from future deductible accruals, net operating loss carryforwards, and tax credit carryforwards. We believe that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding our ability to realize the deferred tax assets such that a full valuation allowance has been recorded. These factors include our history of losses, and the lack of carryback capacity to realize deferred tax assets. In accordance with Section 382 of the Internal Revenue Code, the amounts of and benefits from net operating loss and tax credit carryforwards may be impaired or limited in certain circumstances. Events which cause limitations in the amount of net operating losses or credits that we may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% as defined, over a three year period. We recognize interest and penalties related to uncertain tax positions in income tax expense. Income tax expense for the year ended March 31, 2015 includes no interest. As of March 31, 2015, we have no accrued interest and penalties related to uncertain tax positions. As a result of the acquisition of CollabRx by stock purchase, the Company had no tax basis in the intangible assets acquired. During the year ended March 31, 2015, the Company recognized $305 in tax benefit as a result of this difference. The Company also recognized $81 for the year ended March 31, 2014 in tax benefit as a result of this difference. Components of loss from continuing operations before income taxes is attributed to the following geographic locations for the years ended March 31, 2015 and 2014 (in thousands): Year ended March 31, 2015 2014 Domestic $ (5,465 ) $ (3,548 ) Foreign - - Income (loss) from continuing operations before income tax expense (benefit) $ (5,465 ) $ (3,548 ) Components of income tax expense (benefit) for the years ended March 31, 2015 and 2014 consisted of the following (in thousands): Year ended March 31, 2015 2014 Current: U.S. Federal $ - $ - State and Local 4 2 Foreign (credit) - - Total current tax expense 4 2 Deferred U.S. Federal (305 ) (81 ) State and Local - - Foreign (credit) - - Total deferred tax (benefit) (305 ) (81 ) Total income tax expense (benefit) $ (301 ) $ (79 ) The income tax expense (benefit) for the years ended March 31, 2015 and 2014 differed from the amounts computed by applying the statutory US federal income tax rate as follows (in thousands): Year ended March 31, 2015 2014 Federal tax expense (benefit) at U.S. Statutory Rate $ (1,754 ) $ (1,126 ) State tax expense (benefit) net of federal tax effect (301 ) (193 ) Change in valuation allowance (1,444 ) 1,196 Tax effect of acquired net operating loss carryforwards 3,382 - Foreign SubF Germany - 251 Amortization of deferred tax liability (305 ) (81 ) Other items 121 (126 ) Total income tax (benefit) $ (301 ) $ (79 ) Components of deferred taxes are as follows (in thousands): Year ended March 31, 2015 2014 Deferred tax liability: Intangible assets $ (195 ) $ (500 ) Deferred tax assets: Deferred revenue - 48 Accruals, reserves and other 2,612 1,932 Net operating loss carryforwards 43,158 45,142 Credit carryforward 2,000 2,397 Capitalized research and development costs 299 299 Other 5 5 Gross deferred tax assets 47,879 49,323 Valuation allowance (47,879 ) (49,323 ) Net deferred tax asset $ - $ - The Company adopted FASB Interpretation No. 48, “ Accounting for Uncertainty in Taxes” Tabular Reconciliation of Unrecognized Tax Benefits Ending Balance as of March 31, 2013 822 Increase/(Decrease) of unrecognized tax benefits taken in prior years - Increase/(Decrease) of unrecognized tax benefits related to current year 77 Increase/(Decrease) of unrecognized tax benefits related to settlements - Reductions to unrecognized tax benefits related to lapsing statute of limitations - Ending Balance as of March 31, 2014 $ 899 Increase/(Decrease) of unrecognized tax benefits taken in prior years - Increase/(Decrease) of unrecognized tax benefits related to current year (72 ) Increase/(Decrease) of unrecognized tax benefits related to settlements - Reductions to unrecognized tax benefits related to lapsing statute of limitations - Ending Balance as of March 31, 2015 $ 827 There are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Because the statute of limitations does not expire until after the net operating loss and credit carryforwards are actually used, the statues are still open on fiscal years ended March 31, 1998 forward for federal purposes, and for fiscal years ended March 31, 2003 forward for state purposes. For the years prior to March 31, 2011 for federal purposes and prior to March 31, 2010 for state purposes, any adjustments would be limited to reduction in the net operating loss and credit carryforwards. Total interest and penalties included in the statement of operations for the year ended March 31, 2015 is zero. It is the Company’s policy to include interest and penalties related to uncertain tax positions in tax expense. We have recorded no net deferred tax assets for the years ended March 31, 2015 and 2014, respectively. The Company has provided a valuation allowance of $47.9 million and $49.3 million as of March 31, 2015 and 2014, respectively. The valuation allowance fully reserves all net operating loss carryforwards, credits and non-deductible accruals and reserves, for which realization of future benefit is uncertain. The realization of net operating losses may be limited due to change of ownership rules. The valuation allowance decreased by $1.4 million in fiscal 2015 and increased by $1.2 million during fiscal 2014. As of March 31, 2015, the Company has net operating loss carryforwards of approximately $118.2 million and $50.4 million for federal and state tax purposes, respectively. The federal and state of California net operating loss carryforward started to expire in the year ended March 31, 2013. As of March 31, 2015, the Company also has research and experimentation credit carryforwards of $0.9 million and $0.9 million for federal and state income tax purposes, respectively. The federal credit began to expire in the year ended March 31, 2012 and the state of California will never expire under current law. The Tax Reform Act of 1986 limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in the stock ownership of a corporation during a certain time period. In the event the Company had incurred a change in ownership, utilization of the carryforwards could be significantly restricted. |
CollabRx Acquisition
CollabRx Acquisition | 12 Months Ended |
Mar. 31, 2015 | |
CollabRx Acquisition [Abstract] | |
CollabRx Acquisition | Note 7. CollabRx Acquisition On July 12, 2012, we completed the acquisition of CollabRx, pursuant to the previously announced Merger Agreement, dated as of June 29, 2012. As a result of the merger, CollabRx became a wholly-owned subsidiary of the Company. In consideration for 100% of the stock of CollabRx, we agreed to issue an aggregate of 236,433 shares of common stock, representing 14% of the Company’s total shares outstanding prior to the closing, to former CollabRx stockholders. As of July 12, 2012, these shares had a fair value of $932. We also assumed $500 of existing CollabRx indebtedness through the issuance of promissory notes. The principal of the promissory notes is payable in equal installments on the third, fourth and fifth anniversaries of the date of issuance, along with the accrued but unpaid interest as of such dates. Also the prior period note receivable balance consisted of an outstanding loan related to the Company’s investment in CollabRx in the first quarter of the current fiscal year. The Company’s initial investment in CollabRx was in the form of a promissory note that accrued interest at a rate of 0.28% per year compounded annually and matured on or about November 7, 2012. After the completion of the acquisition of CollabRx, the loan was reclassified to be included as part of the purchase price, thereby extinguishing the $300 bridge loan previously extended to CollabRx. The Company did not pay any cash consideration in connection with the acquisition. In addition, Tegal granted a total of 368,417 RSUs and options as “inducement grants” to newly hired management and employees, all subject to four-year vesting and other restrictions. In December 2012, an aggregate of 215,475 RSUs were forfeited in connection with the resignation of James Karis as the Company’s Co-Chief Executive Officer. On July 12, 2012, in connection with the acquisition of CollabRx, pursuant to the Merger Agreement, dated June 29, 2012, we entered into an Agreement Not to Compete with Jay M. Tenenbaum (the “Noncompete”), pursuant to which Mr. Tenenbaum agreed to refrain from competing with the Company on the terms set forth therein for a period of three years commencing on July 12, 2012. Also on July 12, 2012, we entered into a Stockholders Agreement (the “Stockholders Agreement”) with the former stockholders of CollabRx. Pursuant to the Stockholders Agreement, (i) the Company has agreed to provide certain registration rights to the stockholders, and (ii) the stockholders have agreed to certain transfer restrictions and voting provisions for a period of two years. In connection with the Merger Agreement and the Employment Agreement dated as of June 29, 2012 by and among the Company and James Karis, on July 12, 2012, Mr. Karis, the former Chief Executive Officer of CollabRx, was appointed the Co-Chief Executive Officer and a director of the Company. In December 2012, Mr. Karis resigned from his position as Co-Chief Executive Officer but remained on the Company’s Board of Directors. In addition, pursuant to the Indemnity Agreement dated as of July 12, 2012 by and between the Company and James Karis (the “Indemnity Agreement”), Mr. Karis has been granted customary indemnification rights in connection with his position as an officer and director of the Company. Additional information is set forth in the Company’s 8-K report filed on July 18, 2012, and is incorporated herein in its entirety by reference. The purchase price for the CollabRx acquisition was allocated as follows: PURCHASE PRICE ALLOCATION FOR ACQUISITION OF COLLABRX Assets acquired: Developed Technology $ 720 Customer Relationships 433 Trade Name 346 Non Compete Agreement 151 Cash 476 AP and accrueds (333 ) Deferred tax liability (664 ) Goodwill 603 Total Intangible Assets 1,732 Purchase Price summary: Common Stock Consideration $ 932 Promissory Note Assumed 500 Loan/Note Payable Assumed 300 $ 1,732 CollabRx offers cloud-based expert systems that provide clinically relevant interpretive knowledge to institutions, physicians, researchers and patients for genomics-based medicine in cancer and other diseases to inform health care decision making. With access to over 50 clinical and scientific advisors at leading academic institutions and a suite of tools and processes that combine artificial intelligence-based analytics with proprietary interpretive content, CollabRx is well positioned to participate in the $300 billion value-added “big data” opportunity in the US health care market (as reported by McKinsey Global Institute), over half of which specifically targets areas in cancer and cancer genomics. The Company recognized $83 in tax benefit in the year ended March 31, 2014 regarding the deferred tax liability related to this acquisition. CollabRx provides this market data information so investors may understand the relevance of our estimates. We believe that overall size of the market for cancer diagnostics and therapeutics is a good indicator of the increasing importance of this market to a wide spectrum of health care providers, researchers and value-chain participants. The number of people affected by cancer, the information generated in connection with cancer research, the amount of money spent in the United States on cancer diagnostics and therapeutics are all relevant to the opportunity that we have identified. Further, we know that within these large markets, certain areas, including those that are directly addressed by CollabRx, are growing disproportionately because of advances in technology. Because the markets are emergent, and because our customers (particularly those within the diagnostic laboratory segment) are still developing their own diagnostic tests in oncology, we currently do not have reliable, publicly-available estimates to accurately determine the size of that particular market. It is with the recent emergence of multi-biomarker testing and multi-gene panels, to date largely performed by a single private company, that the requirement for complex integration of interpretive data has become a recognizable need. As the providers of testing platforms enable such testing at the individual laboratory level through increasingly more cost-effective technologies, and as more diagnostic labs develop their own tests based on these technologies, we believe that the market for independent interpretive analysis will expand rapidly. With regard to the market for our Therapy Finders and related products, we expect to garner some portion of the advertising budgets related to the marketing of cancer diagnostics and therapies, but we are not aware of any reliable, publicly-available estimates of market sizes for web-based tools of the type that we have developed. With regard to our GVA, while genomic testing for cancer has been performed for a number of years by academic medical centers, such testing was largely focused on single biomarkers, for which the interpretation is relatively straightforward. It is with the recent emergence of multi-biomarker testing and multi-gene panels, to date largely performed by a single private company, that the requirement for complex integration of interpretive data has become a recognizable need. As the providers of testing platforms enable such testing at the individual laboratory level through increasingly more cost-effective technologies, and as more diagnostic labs develop their own tests based on these technologies, we believe that the market for independent interpretive analysis will expand rapidly. The physicians and researchers within our network of advisors have agreed to participate in our efforts for an indefinite term, on an uncompensated basis, and without a formal agreement, On December 7, 2012, CollabRx and James M. Karis entered into an Amendment No. 1 (the “Employment Agreement Amendment”) to the Employment Agreement dated June 29, 2012 between the Company and Mr. Karis (the “Employment Agreement”). Pursuant to the Employment Agreement Amendment, Mr. Karis resigned as Co-Chief Executive Officer of the Company effective December 31, 2012 (the “Termination Date”) but will continue to serve as a director of the Company and provide consulting services to the Company from time to time after the Termination Date. In addition, the Company waived its entitlement to recoup from Mr. Karis his signing bonus and Mr. Karis agreed to amend his RSU Agreement to terminate vesting as of the Termination Date. The Company and Mr. Karis also agreed to a mutual release of claims. The full text of the Employment Agreement Amendment and the RSU Agreement amendment was filed as Exhibit 10.1 and 10.2 to the form 8-K filed on December 7, 2012, and is incorporated herein by reference in its entirety. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies The Company has several non-cancelable operating leases, primarily for general office space, that expire over the next four years. We have no capital leases at this time. Future minimum lease payments under these leases are as follows: Year Ending March 31, Operating Leases 2016 $ 126 2017 129 2018 54 Thereafter - Total minimum lease payments $ 309 Most leases provide for the Company to pay real estate taxes and other maintenance expenses. Rent expense for operating leases related to continuing operations, net of sublease income, was $122 and $131, during the years ended March 31, 2015 and 2014, respectively. As of September 1, 2012, we maintain our headquarters, encompassing our executive office and storage areas in San Francisco, California. We have a primary lease for office space, consisting of 2,614 square feet, which expires August 31, 2017. We also rent storage/workspace areas on a monthly basis. We own all of the equipment used in our facilities. Such equipment consists primarily of computer related assets and furniture. |
Sale of Common Stock and Warran
Sale of Common Stock and Warrants | 12 Months Ended |
Mar. 31, 2015 | |
Sale of Common Stock and Warrants [Abstract] | |
Sale of Common Stock and Warrants | Note 9. Sale of Common Stock and Warrants During fiscal years 2015 and 2014, the Company entered into a contract with certain consultants of the Company pursuant to which the Company granted stock options in lieu of some cash payments, dependent upon the continuation of the contract and the achievement of certain performance goals. During the fiscal year 2011, the Company issued 185,777 warrants valued at $1,645 using the Black-Scholes option pricing model with an exercise price at the market value on the day of the grant (the date the Formation and Contribution Agreement was signed) and an average interest rate of 1.62% and a four year life. The Company booked $0 of expense for warrants previously issued. Currently, there are 92,888 warrants outstanding from the original grant. The balance of the original grant was irrevocably assigned and transferred unto the Company for cancelation by Sequel Power. In exchange, the Company agreed to waive receivables related to certain fees earned under its Services Agreement with Sequel Partners and its 25% ownership interest in Sequel Power. As of March 31, 2014, there were no warrants outstanding. The last of these warrants expired in September 2013, and had an average exercise price of $30. As of March 31, 2014, there were 1,810 shares issued from the At Market Distribution Plan 2014, which was set up as a result of the Company’s S-3 filing in the third quarter of fiscal year 2014. As of March 31, 2015, there were 4,469,471warrants outstanding, with a weighted-average exercise price of $1.20. On February 25, 2015, the Company closed an underwritten public offering of 4,416,000 shares of its common stock offered at a public offering price of $1.25 per share and warrants to purchase an additional 4,416,000 shares of its common stock. The warrants have an exercise price of $1.18 per share. Gross proceeds to CollabRx from this offering were $5,520 before deducting the underwriting discount and other estimated offering expenses payable by CollabRx. The Company subsequently completed a second underwritten public offering of 2,716,535 shares of its common stock on March 3, 2015, which closed on March 3, 2015 at a public offering price of $1.27 per share. Gross proceeds to CollabRx from this follow up offering were $3,450 before deducting the underwriting discount and other estimated offering expenses payable by CollabRx. CollabRx anticipates using the net proceeds from the offering for general corporate purposes, including development of its products and services, general and administrative expenses and working capital. In addition to the offerings of 7,132,535 shares of common stock, 186,066 warrants to purchase shares of common stock were issued to Aegis Capital Corporation. These warrants have an exercise price of $1.25 per share and expire February 25, 2020. Such securities could potentially dilute earnings per share in future periods. Previously deferred financing expenses incurred to raise equity capital related to financing transactions prior to the completion of the financing, as well as other related expenses incurred in the current period, were recognized in the current period and offset the gross proceeds raised. Total underwriting discount and financing expenses for both the S-1 and S-3 offerings were $1,035. On June 25, 2014, the Company closed an underwritten public offering of 913,500 shares of its common stock, offered at a public offering price of $2.00 per share. Gross proceeds to CollabRx from this offering were $1,827 before deducting the underwriting discount and other estimated offering expenses payable by CollabRx. CollabRx used the net proceeds from this offering for general corporate purposes, including development of its products and services, general and administrative expenses and working capital. In addition to the offering of 913,500 shares of common stock, 27,405 warrants to purchase shares of common stock were issued to Aegis Capital Corporation. These warrants have an exercise price of $2.50 per share and are not exercisable until June 24, 2015 and expire June 24, 2020. Such securities could potentially dilute earnings per share in future periods. Previously deferred financing expenses incurred to raise equity capital related to financing transactions prior to the completion of the financing, as well as other related expenses incurred in the current period, were recognized in the current period and offset the gross proceeds raised. Total underwriting discount and financing expenses were $478. As of March 31, 2015, there were 4,416,000 shares issued as a result of the Company’s S-1 filing on February 25 and 2,716,535 shares issued as a result of the Company’s S-3 filing on March 3, 2015. At Market Distribution Plan 2014 Pursuant to the terms of the Company’s At Market Distribution Plan (“2014 ATM Plan”), which was authorized and formalized as the result of the Company’s S-3 filing, an aggregate of 709,046 shares of common stock are available for grant pursuant to the terms of the plan. The 2014 ATM Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, other stock-based awards, and performance-based awards. The option exercise price of all stock options granted pursuant to the 2014 ATM Plan will not be less than 100% of the fair market value of the common stock on the date of grant. Stock options may be exercised as determined by the Board, but in no event after the tenth anniversary date of grant, provided that a vested nonqualified stock option may be exercised up to 12 months after the optionee's death. Awards granted under the 2014 ATM Plan are generally subject to vesting at the discretion of the Committee. As of March 31, 2014, 707,236 shares were available for issuance under the 2014 ATM Plan. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Mar. 31, 2015 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note 10. Employee Benefit Plans Eighth Amended and Restated 1998 Equity Participation Plan (Eighth Amended and Restated) Pursuant to the terms of the Company’s Eighth Amended and Restated 1998 Equity Participation Plan (“1998 Equity Plan”), aggregate of 333,333 shares of common stock were reserved for issuance pursuant to granted stock options and stock appreciation rights or upon the vesting of granted restricted stock awards. The exercise price of options generally was the fair value of the Company’s common stock on the date of grant. Options are generally subject to vesting at the discretion of the Compensation Committee of the Board of Directors (the “Committee”). At the discretion of the Committee, vesting may be accelerated when the fair market value of the Company’s stock equals a certain price established by the Committee on the date of grant. Incentive stock options will be exercisable for up to ten years from the grant date of the option. Non-qualified stock options will be exercisable for a maximum term to be set by the Committee upon grant. Upon the adoption of the 2007 Equity Plan, no further awards were issued under the 1998 Equity Plan. 2007 Incentive Award Plan Pursuant to the terms of the Company’s 2007 Equity Participation Plan (“2007 Equity Plan”), which was authorized as a successor plan to the Company’s 1998 Equity Incentive Plan and Director Option Plan, an aggregate of 200,000 shares of common stock is available for grant pursuant to the 2007 Equity Plan, plus the number of shares of common stock which are or become available for issuance under the 1998 Equity Plan and the Director Option Plan and which are not thereafter issued under such plans. The 2007 Equity Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, other stock-based awards, and performance-based awards. The option exercise price of all stock options granted pursuant to the 2007 Equity Plan will not be less than 100% of the fair market value of the common stock on the date of grant. Stock options may be exercised as determined by the Board, but in no event after the tenth anniversary date of grant, provided that a vested nonqualified stock option may be exercised up to 12 months after the optionee's death. Awards granted under the 2007 Equity Plan are generally subject to vesting at the discretion of the Committee. As of March 31, 2015, 21,295 shares were available for issuance under the 2007 Equity Plan. Directors Stock Option Plan Pursuant to the terms of the Fifth Amended and Restated Stock Option Plan for Outside Directors, as amended, (“Director Option Plan”), an aggregate of 66,667 shares of common stock were reserved for issuance pursuant to stock options granted to outside directors. Each outside director who was elected or appointed to the Board on or after September 15, 1998 was eligible to be granted an option to purchase 1,667 shares of common stock and on each second anniversary after the applicable election or appointment shall receive an additional option to purchase 833 shares, provided that such outside director continued to serve as an outside director on that date. For each outside director, 1/12 th Employee Qualified Stock Purchase Plan The Company has offered an employee qualified stock purchase plan (“Employee Plan”) under which rights are granted to purchase shares of common stock at 85% of the lower of the market value of such shares at the beginning of a six month offering period or at the end of that six month period. Under the Employee Plan, the Company is authorized to issue up to 16,667 shares of common stock. There were no common stock shares purchased in fiscal years 2015 or 2014. Shares available for future purchase under the Employee Plan were 3,705 as of March 31, 2014. The plan expired July 22, 2014, and no further awards were issued under the Employee Plan. Savings and Investment Plan The Company has established a defined contribution plan that covers substantially all US employees. Employee contributions of up to 4% of each US employee’s compensation will be matched by the Company based upon a percentage to be determined annually by the Board. Employees may contribute up to 15% of their compensation, not to exceed a prescribed maximum amount. The Company made contributions to the plan of $57 and $42, in the years ended March 31, 2015 and 2014, respectively. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Mar. 31, 2015 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | Note 11. Stock Based Compensation A summary of stock option activity during the year ended March 31, 2015 is as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Beginning outstanding, March 31, 2014 371,759 $ 7.89 7.59 $ 775.00 Granted 352,747 1.29 Forfeited (32,848 ) 2.87 Expired (26,600 ) 4.01 Ending outstanding, March 31, 2015 665,058 $ 4.79 7.80 $ 67,951.00 Ending vested and expected to vest 664,783 $ 4.79 7.80 $ 67,920.00 Ending exercisable 289,379 $ 8.65 6.01 $ 200.00 The aggregate intrinsic value of options and warrants outstanding as of March 31, 2015 is calculated as the difference between the exercise price of the underlying options and the market price of our common stock as of March 31, 2015. The weighted-average estimated grant date fair value, as defined by ASC 718, for stock options granted during fiscal 2015 and 2014, was $0.87 and $3.06, per option, respectively. The following table summarizes information with respect to stock options outstanding as of March 31, 2015: Range of Exercise Prices Number Outstanding As of March 31, 2015 Weighted- Average Remaining Contractual Term (in years) Weighted- Average Exercise Price Number Exercisable As of March 31, 2015 Weighted- Average Exercise Price As of March 31, 2015 $ 0.75 $ 1.50 218,679 9.67 $ 0.80 15,000 $ 1.35 1.99 3.22 190,567 9.10 2.55 77,817 2.46 3.35 6.00 158,997 6.83 3.90 99,747 3.89 11.70 17.80 47,024 3.54 12.13 47,024 12.13 21.00 34.20 38,960 2.13 22.67 38,960 22.67 41.40 41.45 10,831 0.43 41.40 10,831 41.40 665,058 289,379 No shares were granted under the Employee Stock Purchase Plan during fiscal years 2015 and 2014. The Company used the following valuation assumptions to estimate the fair value of options granted for the years ended March 31, 2015 and 2014, respectively: Twelve Months Ended March 31, 2015 2014 Expected life (years) 6.0 6.0 Volatility 141.73% - 151.70% 151.81% - 152.95% Risk-free interest rate 1.63% - 1.75% 1.30% - 1.72% Dividend yield 0% 0% Valuation and Other Assumptions for Stock Options Valuation and Amortization Method. Expected Term. Expected Volatility. Risk-Free Interest Rate. Dividends. Forfeitures. The Company does not use multiple share-based payment arrangements. Restricted Stock Units The following table summarizes the Company’s restricted stock award activity for the period ended March 31, 2015: Number of Shares Weighted- Average Grant Date Fair Value Balance March 31, 2014 129,070 $ 2.77 Granted 150,000 1.54 Forfeited (10,000 ) 3.75 Vested (269,070 ) 2.05 Balance, March 31, 2015 - $ - The weighted-average estimated grant date fair value, as defined by ASC Topic 718 for restricted stock awards granted during fiscal 2015 and 2014 was $1.54 and $3.22, per award, respectively. As of March 31, 2015 all restricted stock compensation costs were fully recognized, which included approximately $180 in additional expense related to the accelerated vesting of outstanding RSUs. There is no unrecognized compensation cost related to restricted stock remaining as of March 31, 2015. As of March 31, 2015 there was $411 of total unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 1.65 years. Total stock-based compensation expense related to stock options and RSUs for the years ended March 31, 2015 and 2014 was $664 and $352, respectively. |
Geographical and Segment Inform
Geographical and Segment Information | 12 Months Ended |
Mar. 31, 2015 | |
Geographical and Segment Information [Abstract] | |
Geographical and Segment Information | Note 12. Geographical and Segment Information As of March 31, 2015, the Company’s sole source of revenue was related to its genomics based information technology with respect to its acquisition of CollabRx. The Company’s chief operating decision-maker has been identified as the President and Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. For geographical reporting, revenues are attributed to the geographic location in which the customers’ facilities are located. For all periods presented, net sales by geographic region were all in the United States. For all periods presented, total revenue was derived from our genomics based technology information activities. The Company only operates in this segment. Revenues for each period presented are all part of continuing operations. No revenues for the fiscal years 2015 and 2014 have been reclassified to discontinued operations. All revenues of continuing operations are attributed to the United States. The composition of our top five customers changed from year to year. In fiscal year 2015, six customers accounted 78% of our revenues. In fiscal year 2014, five customers accounted 96% of our revenues. Long-lived assets consist of property and equipment and are attributed to the geographic location in which they are located. All long-lived assets are located in the United States and are included in continuing operations. There are no long-lived assets in discontinued operations. |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 12 Months Ended |
Mar. 31, 2015 | |
Investment in Unconsolidated Affiliate [Abstract] | |
Investment in Unconsolidated Affiliate | Note 13. Investment in Unconsolidated Affiliate As of the filing date of this Form 10-K report, the Company has had no investment in any unconsolidated affiliate since March 31, 2013. |
Promissory Notes Payable- Curre
Promissory Notes Payable- Current Amounts Due | 12 Months Ended |
Mar. 31, 2015 | |
Promissory Notes Payable- Current Amounts Due [Abstract] | |
Promissory Notes Payable- Current Amounts Due | Note 14. Promissory Notes Payable- Current Amounts Due On July 12, 2012, Tegal completed the acquisition of CollabRx, pursuant to the previously announced Agreement and Plan of Merger, dated as of June 29, 2012. As part of the purchase price, Tegal assumed $500 of existing CollabRx indebtedness through the issuance of the promissory notes. The principal of the promissory notes is payable in equal installments on the third, fourth and fifth anniversaries of the date of issuance, along with the accrued but unpaid interest as of such dates. The first installment due date is July 12, 2015. At that time, the Company must make its first payment of principal ($167) and unpaid accrued interest ($41). Principal payments of ($167) and ($166) will be made on July 12, 2016 and 2017, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 . Subsequent Events Therapy Finder Exclusive Agreement Termination In June 2015, CollabRx and Everyday Health, Inc. expect to terminate the exclusive agreement to distribute two Therapy Finders and the CancerRx mobile app through MedPage Today. The Medytox Solutions, Inc. Merger On December 6, 2014, CollabRx, Inc. (“CollabRx” or the “Company”) and Medytox Solutions, Inc. (“Medytox”) entered into a non-binding letter of intent for a potential business combination between the companies (the “Letter of Intent”). The Company pursued the business combination and engaged in, among other things, due diligence, the execution of a definitive agreement, obtaining necessary board of director and stockholder approvals and other customary conditions. On April 15, 2015, the Company and Medytox entered into a definitive agreement. Both parties are pursuing the consummation of the contemplated business combination. |
Description of Business and S22
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation and Foreign Currency Transactions | Principles of Consolidation and Foreign Currency Transactions The consolidated financial statements include the accounts of the Company and all of its subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States. Intercompany transactions and balances are eliminated in consolidation. Accounts denominated in foreign currencies are translated using the foreign currencies as the functional currencies. Assets and liabilities of foreign operations are translated to US dollars at current rates of exchange and revenues and expenses are translated using weighted-average rates. The effects of translating the financial statements of foreign subsidiaries into US dollars are reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Gains and losses from foreign currency transactions are included in the statements of operations as a component of other income (expense), net, and were not material in all periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could vary from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt and equity instruments having a maturity of three months or less on the date of purchase to be cash equivalents. As of March 31, 2015 and 2014, all of the Company’s current investments are classified as cash equivalents in the consolidated balance sheets. The investment portfolio as of March 31, 2015 and 2014 is comprised of money market funds. |
Financial Instruments | Financial Instruments The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued expenses and other liabilities approximates fair value due to their relatively short maturity. Based on the borrowing rates currently available to the Company, the note payable carrying value approximates fair value. With our exit from our historical operations, our exposure to foreign currency fluctuations has been mostly eliminated. The Company does not hold derivative financial instruments for speculative purposes. Previously, the Company would periodically enter into foreign exchange contracts to sell Euros, which are used to hedge a sales transaction in which costs were denominated in US dollars and the related revenue was generated in Euros. On March 31, 2015 and 2014, the Company had no open foreign exchange contracts to sell Euros or any other foreign currencies. Changes in the exchange rate between the Euro and the US dollar are currently immaterial to our operating results. Exposure to foreign currency exchange rate risk may increase over time as our business evolves. |
Fair Value Measurements | Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and we consider what assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: · Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. · Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. · Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The Company’s financial instruments consist primarily of money market funds. As of March 31, 2015, all of the Company’s current assets in financial instruments investments were classified as cash equivalents in the consolidated balance sheet. Our cash equivalents totaled $7,521. The investment portfolio at March 31, 2015 was comprised of money market funds. The carrying amounts of the Company’s cash equivalents are valued using Level 1 inputs. In addition, the Company values its investment in NanoVibronix at cost. As of September 30, 2013, the Company’s warrant liability has been extinguished, and the Company has no other financial instruments subject to using Level 3 inputs. |
Investments | Investments During the fourth quarter of fiscal year 2015, the Convertible Promissory Note was reclassified as an equity instrument at the carrying value of the note upon maturity, as NanoVibronix did not yet have an effective market price. The Company’s carrying amount of its equity investment approximates fair value. On a periodic basis, we assess whether there are any indicators that the fair value of our investment may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Prior to conversion, the Company’s investment in the Convertible Promissory Note consisted solely of the investment in NanoVibronix. That note bore interest at a rate of 10% per year compounded annually and matured on November 15, 2014. Interest was accrued and recognized quarterly. As of March 31, 2015 and 2014, the Convertible Promissory Note balance was $399 and $378, respectively, consisting of the original $300 investment and $99 and $78, respectively, in accrued interest. As of March 31, 2015, the NanoVibronix registration statement was not yet effective with the SEC nor was the NanoVibronix stock trading as it has not yet cleared the Depository Trust & Clearing Corporation (“DTC”). The Company believes the maturity date value of the Convertible Promissory Note approximates the fair value of the investment as of March 31, 2015, as NanoVibronix did not yet have an effective market price. Once the NanoVibronix, Inc. offering is complete, we expect the Company’s Chief Executive Officer will become a member of the NanoVibronix, Inc. Board of Directors. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash investments and accounts receivable. Substantially all of the Company’s liquid investments are invested in money market funds. The Company’s accounts receivable are derived primarily from sales to customers located in the United States. Prior to our exit from our historical core operations, the Company performed ongoing credit evaluations of its customers and generally required no collateral. For fiscal years 2015 and 2014, the Company had zero reserves for potential credit losses as such risk was determined to be immaterial. The Company does not currently maintain an allowance for doubtful accounts receivable for potential estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes no such reserve is currently required. The Company had zero write-offs during fiscal years 2015 and 2014. The Company reviews the estimated risk of current customers’ inability to make payments on a quarterly basis to determine if any amount is uncollectible. As of March 31, 2015, three customers accounted for 95% of our trade accounts receivable balance. As of March 31, 2014, four customers accounted for 100% of the trade accounts receivable balance. As of March 31, 2015, the balance in trade accounts receivable was $88. As of March 31, 2014, the balance in trade accounts receivable was $148. Life Technologies, Inc. has been a major contributor to our revenues and gross profits in the past, however we have funded the Company’s operating expenses primarily with cash on hand and the net proceeds from the sale of discontinued assets, as disclosed in prior and current filings. We are actively engaged in negotiations with several other companies who are interested in purchasing our content on similar terms or under annual subscriptions or software-as-a-service arrangements. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Leasehold improvements are stated at cost and are amortized using the straight-line method over the shorter of the estimated useful life of the improvements or the lease term. Significant additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. When assets are disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are included in the results of operations. The Company generally depreciates its assets over the following periods: Years Furniture and machinery and equipment 7 Computer and software 3 – 5 Leasehold improvements 5 or remaining lease life |
Intangible Assets | Intangible Assets Intangibles include acquired technology, customer relationships, non-compete agreements, patents and trademarks that are amortized on a straight-line basis over periods ranging from 3 years to 10 years. The Company performs an ongoing review of its identified intangible assets to determine if facts and circumstances exist that indicate the useful life is shorter than originally estimated or the carrying amount may not be recoverable. If such facts and circumstances exist, the Company assesses the recoverability of identified intangible assets by comparing the projected undiscounted net cash flow associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Intangible assets, except for trade names and goodwill, are amortized on a straight-line basis. Intangible assets related to trade names and goodwill are not amortized. The Company tests for impairment at least annually. The amortization expense included in cost of revenue is related to the acquired developed technology software and is amortized on a straight line basis over the expected life of the asset, which the Company believes to be ten years. Prior to the acquisition of CollabRx, all of the Company’s historical intangible assets, other than those related to NLD and Compact, were included in the asset sale of the DRIE product line to SPTS. The last of the intangible assets related to NLD and Compact were sold in the second quarter in fiscal year 2014. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the useful life is shorter than originally estimated or the carrying amount may not be recoverable as well as at fiscal year end. If undiscounted expected future cash flows are less than the carrying value of the assets, an impairment loss is recognized based on the excess of the carrying amount over the fair value of the assets. During the quarter ended March 31, 2015, we reviewed our long-lived assets for indicators of impairment in accordance with ASC 360 “Property, Plant and Equipment” and ASC 350 “Intangibles - Goodwill and Other.” Based on reduced estimates of future revenues related to certain acquired assets, we identified a potential indicator of impairment. At the end of the fourth quarter of fiscal year 2015, the Company determined that a large portion of the remaining net book value of the developed technology software product and customer relationship assets acquired in the original CollabRx, Inc. merger should be impaired. Since the CollabRx acquisition in June 2012, the basis for the Company’s future growth and profitability has changed materially and is no longer as based on as much of the acquired assets. The Company therefore recognized a total $571 in impairment charges, which included $415 for developed technology, and $156 for customer relationships. The impairment charge is included separately on the consolidated statement of operations. We also determined that the useful lives of the intangible assets developed technology and customer relationships are shorter than originally estimated. No impairment charges for intangible assets were recorded for the fiscal year ended 2014. All of the Company’s historical intangible assets, other than those related to NLD and Compact, were included in the asset sale of the DRIE product line to SPTS. As the Company’s NLD patents and intellectual property were all internally developed (except for those acquired in connection with the Simplus acquisition, which were subsequently written-off) the value of the Company’s NLD technology had no recorded value prior to sale. Long-lived assets also consist of property, plant and equipment. The Company recorded disposal losses of $0 for fixed assets for each the fiscal years ended March 31, 2015 and 2014, respectively. |
Change of Accounting Estimate | Change of Accounting Estimate Upon the original acquisition of CollabRx, the Company determined that the lives of intangible assets were determined to be between 3 years to 10 years. Originally, the life of the acquired developed technology software was determined to be ten years, expiring in July 2022, and the life of the customer relationships was determined to be five years, expiring in July 2017. During the fiscal year ended March 31, 2015, the Company determined facts and circumstances existed that indicated the useful lives of these two intangible assets were shorter than originally estimated. The Company has adjusted the lives of its acquired developed technology and its customer relationships and now expects the lives of these assets to expire no later than March 2016. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent expenses incurred to raise equity capital related to financing transactions which have not yet been completed as of the consolidated balance sheet dates. |
Accounts Receivable - Allowance for Sales Returns and Doubtful Accounts | Accounts Receivable – Allowance for Sales Returns and Doubtful Accounts For fiscal years 2015 and 2014, the Company had zero reserves for potential credit losses as such risk was determined to be immaterial. The Company does not currently maintain an allowance for doubtful accounts receivable for potential estimated losses resulting from the inability of the Company’s customers to make required payments. The Company believes no such reserve is currently required. The Company had zero write-offs during fiscal years 2015 and 2014. The Company reviews the estimated risk of current customers’ inability to make payments on a quarterly basis to determine if any amount is uncollectible. As of March 31, 2015, the balance in trade accounts receivable was $88. As of March 31, 2014, the balance in trade accounts receivable was $148. As of March 31, 2015, three customers accounted for 95% of our trade accounts receivable balance. As of March 31, 2014, four customers accounted for 100% of the trade accounts receivable balance. |
Revenue Recognition | Revenue Recognition Each contract sale of our interpretive data is evaluated individually in regard to revenue recognition. We had integrated in our evaluation the related guidance included in Accounting Standards Codification (“ASC”) Topic 605 – “Revenue Recognition”. We recognized revenue when persuasive evidence of an arrangement exists, the seller’s price is fixed or determinable and collectability is reasonably assured. For arrangements that include multiple deliverables, we identify separate units of accounting based on the guidance under ASC 605-25, “Multiple Element Arrangements”, which provides that revenue arrangements with multiple deliverables should be divided into separate units of accounting, if certain criteria are met. The consideration of the arrangement is allocated to the separate units of accounting using the relative selling price method. Applicable revenue recognition criteria are considered separately for each separate unit of accounting. Revenue from fixed price contracts is recognized primarily under the percentage of completion method. Under this method we recognize estimated contract revenue and resulting income based on costs incurred to date as a percentage of the total estimated costs as we consider this model to best reflect the economics of these contracts. In such contracts, the Company’s efforts, measured by time incurred, typically represents the contractual milestones or output measure. |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC Topic 740, “Income Taxes”, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Under ASC 740, the liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. We evaluate annually the realizability of our deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. In 2015 and 2014, we have recorded a full valuation allowance for our deferred tax assets based on our past losses and uncertainty regarding our ability to project future taxable income. In future periods, if we are able to generate income we may reduce or eliminate the valuation allowance. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed using the weighted-average number of common shares outstanding plus any potentially dilutive securities, except when the effect of including such changes is antidilutive. The weighted-average number of shares and the (loss) income per share reflect a 1-for-5 reverse stock split effected by the Company on June 15, 2011. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718 – “Compensation-Stock Compensation” (“ASC 718”) which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s service period. We have adopted several stock plans that provide for issuance of equity instruments to our employees and non-employee directors. Our plans include incentive and non-statutory stock options and restricted stock awards. These equity awards generally vest ratably over a four-year period on the anniversary date of the grant, and stock options expire ten years after the grant date. Restricted stock awards do not expire. Certain restricted stock awards may vest on the achievement of specific performance targets. We also have an Employee Stock Purchase Plan (“ESPP”) that allows qualified employees to purchase shares of common stock at 85% of the fair market value on specified dates. The ESPP plan expired on July 22, 2014. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. For the years ended March 31, 2015 and 2014, the Company had no items of other comprehensive loss. Therefore, the net loss equals comprehensive loss for the years then ended. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU No. 2014-08, “ Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers Revenue Recognition In August 2014, the FASB Presentation of Financial Statements – Going Concern (Sub Topic 205-40) – Uncertainties about an Entity’s Ability to Continue as a Going Concern. Company is currently evaluating the impact of adopting this new guidance on our condensed consolidated financial statements. |
Description of Business and S23
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Property and equipment estimated useful life | The Company generally depreciates its assets over the following periods: Years Furniture and machinery and equipment 7 Computer and software 3 – 5 Leasehold improvements 5 or remaining lease life |
Balance Sheet and Statement o24
Balance Sheet and Statement of Operations Detail (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Balance Sheet and Statement of Operations Detail [Abstract] | |
Property and equipment, net | Property and equipment, net, consisted of: March 31, 2015 2014 Furniture $ 144 $ 133 Office Equipment 78 72 Leasehold Improvements 5 5 Total 227 210 Accumulated Depreciation (121 ) (80 ) Disposals - - Total Property and Equipment 106 130 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | As of March 31, 2015, intangible assets, net, not including goodwill, consisted of the following: Gross Accumulated Amortization Impairment Net Developed Technology $ 719 $ (200 ) $ (415 ) $ 104 Customer Relationships 433 (239 ) (156 ) 38 Trade Name 346 - - 346 Non Compete Agreement 151 (138 ) - 13 Total $ 1,649 $ (577 ) $ (571 ) $ 501 As of March 31, 2014, intangible assets, net, not including goodwill, consisted of the following: Gross Accumulated Amortization Impairment Net Developed Technology $ 719 $ (128 ) $ - $ 591 Customer Relationships 433 (152 ) - 281 Trade Name 346 - - 346 Non Compete Agreement 151 (88 ) - 63 Total $ 1,649 $ (368 ) $ - $ 1,281 |
Estimated amortization expense | Future estimated amortization expense is as follows: Year Ending March 31, Estimated Amortization Expense 2016 $ 155 2017 - 2018 - 2019 - 2020 - Thereafter - $ 155 |
Earnings Per Share (EPS) (Table
Earnings Per Share (EPS) (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share (EPS) [Abstract] | |
Calculation of basic and diluted net income (loss) per common share | The following table represents the calculation of basic and diluted net income (loss) per common share (in thousands, except per share data): Year Ended March 31, 2015 2014 Loss from continuing operations $ (5,164 ) $ (3,469 ) Net income from discontinued operations, net of taxes - 155 Net loss applicable to common stockholders $ (5,164 ) $ (3,314 ) Basic and diluted: Weighted-average common shares outstanding 3,387 1,965 Weighted-average common shares used in per share computation 3,387 1,965 Net loss per share from continuing operations: Basic and diluted $ (1.52 ) $ (1.77 ) Net income per share from discontinued operations: Basic and diluted $ - $ 0.08 Net loss per share: Basic and diluted $ (1.52 ) $ (1.69 ) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following shares of common stock equivalents and warrants were excluded from the computation of diluted earnings per share for the years March 31, 2015 and 2014 because including them would have been anti-dilutive. March 31, 2015 March 31, 2014 Outstanding Options 665,058 371,759 Outstanding RSUs 23,921 129,050 688,979 500,809 Warrants - Sequel - 92,888 Warrants S-3 (June 2014) 27,405 - Warrants - S-1 4,256,000 - Warrants - underwriters 186,066 - Shares Excluded from EPS calculation 5,158,450 593,697 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations [Abstract] | |
Assets and liabilities of discontinued operations presented separately | The assets and liabilities of discontinued operations are presented separately under the captions “Assets of discontinued operations” and “Liabilities of discontinued operations,” respectively, in the accompanying consolidated balance sheets as of March 31, 2015 and 2014, respectively, and consist of the following: March 31, 2015 March 31, 2014 Assets of Discontinued Operations: Accounts and other receivables, net of allowances for sales returns and doubtful accounts of $0 $ - $ - Prepaid expenses and other current assets - -- Total assets of discontinued operations $ - $ - Liabilities of Discontinued Operations: Accrued expenses and other current liabilities $ - $ 5 Total liabilities of discontinued operations $ - $ 5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Components of income (loss) from continuing operations before income taxes | Components of loss from continuing operations before income taxes is attributed to the following geographic locations for the years ended March 31, 2015 and 2014 (in thousands): Year ended March 31, 2015 2014 Domestic $ (5,465 ) $ (3,548 ) Foreign - - Income (loss) from continuing operations before income tax expense (benefit) $ (5,465 ) $ (3,548 ) |
Components of income tax expense (benefit) | Components of income tax expense (benefit) for the years ended March 31, 2015 and 2014 consisted of the following (in thousands): Year ended March 31, 2015 2014 Current: U.S. Federal $ - $ - State and Local 4 2 Foreign (credit) - - Total current tax expense 4 2 Deferred U.S. Federal (305 ) (81 ) State and Local - - Foreign (credit) - - Total deferred tax (benefit) (305 ) (81 ) Total income tax expense (benefit) $ (301 ) $ (79 ) |
Reconciliation of income tax expense (benefit) | The income tax expense (benefit) for the years ended March 31, 2015 and 2014 differed from the amounts computed by applying the statutory US federal income tax rate as follows (in thousands): Year ended March 31, 2015 2014 Federal tax expense (benefit) at U.S. Statutory Rate $ (1,754 ) $ (1,126 ) State tax expense (benefit) net of federal tax effect (301 ) (193 ) Change in valuation allowance (1,444 ) 1,196 Tax effect of acquired net operating loss carryforwards 3,382 - Foreign SubF Germany - 251 Amortization of deferred tax liability (305 ) (81 ) Other items 121 (126 ) Total income tax (benefit) $ (301 ) $ (79 ) |
Components of deferred taxes | Components of deferred taxes are as follows (in thousands): Year ended March 31, 2015 2014 Deferred tax liability: Intangible assets $ (195 ) $ (500 ) Deferred tax assets: Deferred revenue - 48 Accruals, reserves and other 2,612 1,932 Net operating loss carryforwards 43,158 45,142 Credit carryforward 2,000 2,397 Capitalized research and development costs 299 299 Other 5 5 Gross deferred tax assets 47,879 49,323 Valuation allowance (47,879 ) (49,323 ) Net deferred tax asset $ - $ - |
Tabular reconciliation of unrecognized tax benefits | The Company adopted FASB Interpretation No. 48, “ Accounting for Uncertainty in Taxes” Tabular Reconciliation of Unrecognized Tax Benefits Ending Balance as of March 31, 2013 822 Increase/(Decrease) of unrecognized tax benefits taken in prior years - Increase/(Decrease) of unrecognized tax benefits related to current year 77 Increase/(Decrease) of unrecognized tax benefits related to settlements - Reductions to unrecognized tax benefits related to lapsing statute of limitations - Ending Balance as of March 31, 2014 $ 899 Increase/(Decrease) of unrecognized tax benefits taken in prior years - Increase/(Decrease) of unrecognized tax benefits related to current year (72 ) Increase/(Decrease) of unrecognized tax benefits related to settlements - Reductions to unrecognized tax benefits related to lapsing statute of limitations - Ending Balance as of March 31, 2015 $ 827 |
CollabRx Acquisition (Tables)
CollabRx Acquisition (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
CollabRx Acquisition [Abstract] | |
Purchase Price Allocation for Acquisition of CollabRx | The purchase price for the CollabRx acquisition was allocated as follows: PURCHASE PRICE ALLOCATION FOR ACQUISITION OF COLLABRX Assets acquired: Developed Technology $ 720 Customer Relationships 433 Trade Name 346 Non Compete Agreement 151 Cash 476 AP and accrueds (333 ) Deferred tax liability (664 ) Goodwill 603 Total Intangible Assets 1,732 Purchase Price summary: Common Stock Consideration $ 932 Promissory Note Assumed 500 Loan/Note Payable Assumed 300 $ 1,732 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Future minimum lease payments under the operating leases | Future minimum lease payments under these leases are as follows: Year Ending March 31, Operating Leases 2016 $ 126 2017 129 2018 54 Thereafter - Total minimum lease payments $ 309 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Stock Based Compensation [Abstract] | |
Summary of Stock Option and Warrant Activity | A summary of stock option activity during the year ended March 31, 2015 is as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Beginning outstanding, March 31, 2014 371,759 $ 7.89 7.59 $ 775.00 Granted 352,747 1.29 Forfeited (32,848 ) 2.87 Expired (26,600 ) 4.01 Ending outstanding, March 31, 2015 665,058 $ 4.79 7.80 $ 67,951.00 Ending vested and expected to vest 664,783 $ 4.79 7.80 $ 67,920.00 Ending exercisable 289,379 $ 8.65 6.01 $ 200.00 |
Summary Information with Respect to Stock Options and Warrants Outstanding | The following table summarizes information with respect to stock options outstanding as of March 31, 2015: Range of Exercise Prices Number Outstanding As of March 31, 2015 Weighted- Average Remaining Contractual Term (in years) Weighted- Average Exercise Price Number Exercisable As of March 31, 2015 Weighted- Average Exercise Price As of March 31, 2015 $ 0.75 $ 1.50 218,679 9.67 $ 0.80 15,000 $ 1.35 1.99 3.22 190,567 9.10 2.55 77,817 2.46 3.35 6.00 158,997 6.83 3.90 99,747 3.89 11.70 17.80 47,024 3.54 12.13 47,024 12.13 21.00 34.20 38,960 2.13 22.67 38,960 22.67 41.40 41.45 10,831 0.43 41.40 10,831 41.40 665,058 289,379 |
Valuation Assumptions to Estimate the Fair Value of Options granted | The Company used the following valuation assumptions to estimate the fair value of options granted for the years ended March 31, 2015 and 2014, respectively: Twelve Months Ended March 31, 2015 2014 Expected life (years) 6.0 6.0 Volatility 141.73% - 151.70% 151.81% - 152.95% Risk-free interest rate 1.63% - 1.75% 1.30% - 1.72% Dividend yield 0% 0% |
Summary of Restricted Stock Award Activity | The following table summarizes the Company’s restricted stock award activity for the period ended March 31, 2015: Number of Shares Weighted- Average Grant Date Fair Value Balance March 31, 2014 129,070 $ 2.77 Granted 150,000 1.54 Forfeited (10,000 ) 3.75 Vested (269,070 ) 2.05 Balance, March 31, 2015 - $ - |
Description of Business and S32
Description of Business and Summary of Significant Accounting Policies (Details) $ in Thousands | Jan. 30, 2015shares | Jul. 12, 2012shares | Jul. 12, 2012USD ($)shares | Mar. 31, 2015USD ($)Customershares | Mar. 31, 2014USD ($)Customershares |
Business Acquisition [Line Items] | |||||
Business acquisition effective date | Jul. 12, 2012 | ||||
Date of acquisition agreement | Jun. 29, 2012 | ||||
Percentage of interest acquired (in hundredths) | 100.00% | 100.00% | |||
Number of shares issuable to acquire business (in shares) | shares | 236,433 | 236,433 | |||
Shares issued specified as percentage of total shares outstanding (in hundredths) | 14.00% | 14.00% | |||
Common stock consideration | $ 932 | ||||
Promissory note assumed | $ 500 | ||||
Interest rate on promissory note (in hundredths) | 0.28% | 0.28% | |||
Bridge loan included as part of purchase price | $ 300 | ||||
RSUs and options granted as "inducement grants" to newly hired management (in shares) | shares | 368,417 | ||||
Vesting period of equity awards | 4 years | ||||
Noncompetition period | 3 years | ||||
Stockholders Agreement Period of transfer restrictions and voting provisions | 2 years | ||||
Change in the fair value of warrants [Abstract] | |||||
Cash equivalents | $ 7,521 | ||||
Short-term Debt [Line Items] | |||||
Interest rate on note receivable (in hundredths) | 10.00% | ||||
Maturity date | Nov. 15, 2014 | ||||
Convertible promissory note balance | $ 399 | $ 378 | |||
Original amount | 300 | ||||
Accrued interest on note receivable | $ 99 | $ 78 | |||
Percentage of common stock outstanding (in hundredths) | 8.90% | ||||
Common stock shares outstanding (in shares) | shares | 2,289,682 | 10,469,120 | 2,005,187 | ||
Concentration Risk [Line Items] | |||||
Number of major customers | Customer | 6 | 5 | |||
Concentration risk (in hundredths) | 78.00% | 96.00% | |||
Accounts receivable | $ 88 | $ 148 | |||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 10 years | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Intangible asset impairment | $ 571 | 0 | |||
Impairment of long-lived assets | 0 | 0 | |||
Accounts Receivable - Allowance for Sales Returns and Doubtful Accounts [Abstract] | |||||
Reserves for potential credit losses | 0 | 0 | |||
Accounts receivable | $ 88 | $ 148 | |||
Earnings Per Share [Abstract] | |||||
Reverse stock split | 1-for-5 | ||||
Stock-Based Compensation [Abstract] | |||||
Vesting period of equity awards | 4 years | ||||
Stock options expiry period | 10 years | ||||
Purchase price of shares to fair market value (in hundredths) | 85.00% | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 3 years | ||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 3 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 7 years | ||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 10 years | ||||
Furniture and Machinery and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 7 years | ||||
Computer and Software [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 3 years | ||||
Computer and Software [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 5 years | ||||
Leaseholds Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life | 5 years | ||||
Nano Vibronix [Member] | |||||
Short-term Debt [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 204,507 | ||||
Developed Technology [Member] | |||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Intangible asset impairment | $ 415 | ||||
Customer Relationships [Member] | |||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Intangible asset impairment | $ 156 | ||||
Patents [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 3 years | ||||
Patents [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 10 years | ||||
Trademarks [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 3 years | ||||
Trademarks [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 10 years | ||||
Developed Technology [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 10 years | ||||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 5 years | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of major customers | Customer | 3 | 4 | |||
Concentration risk (in hundredths) | 100.00% | 95.00% | |||
Accounts receivable | $ 88 | $ 148 | |||
Accounts Receivable - Allowance for Sales Returns and Doubtful Accounts [Abstract] | |||||
Accounts receivable | $ 88 | $ 148 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate RSUs forfeited (in shares) | shares | 215,475 |
Balance Sheet and Statement o33
Balance Sheet and Statement of Operations Detail (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 227 | $ 210 |
Accumulated Depreciation | (121) | (80) |
Disposal | 0 | 0 |
Total Property and Equipment | 106 | 130 |
Depreciation | 41 | 34 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 144 | 133 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 78 | 72 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 5 | $ 5 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jul. 12, 2012 | |
Intangible Assets [Abstract] | |||
Goodwill | $ 603 | $ 603 | $ 603 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 1,649 | 1,649 | |
Accumulated amortization | (577) | (368) | |
Impairment | (571) | 0 | |
Net | 501 | 1,281 | |
Amortization expense | 209 | 209 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Trade Names, gross and net | 346 | 346 | |
Trade Names [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Trade Names, gross and net | 346 | 346 | |
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 719 | 719 | |
Accumulated amortization | (200) | (128) | |
Impairment | (415) | ||
Net | 104 | 591 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 433 | 433 | |
Accumulated amortization | (239) | (152) | |
Impairment | (156) | ||
Net | 38 | 281 | |
Non Compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 151 | 151 | |
Accumulated amortization | (138) | (88) | |
Impairment | 0 | ||
Net | $ 13 | $ 63 |
Intangible Assets, Estimated Am
Intangible Assets, Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2015USD ($) |
Future estimated amortization expense is as follows [Abstract] | |
2,015 | $ 155 |
2,016 | 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
Thereafter | 0 |
Total | $ 155 |
Earnings Per Share (EPS) (Detai
Earnings Per Share (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share (EPS) [Abstract] | ||
Stock split | 1-for-5 | |
Loss from continuing operations | $ (5,164) | $ (3,469) |
Net income from discontinued operations, net of taxes | 0 | 155 |
Net loss | $ (5,164) | $ (3,314) |
Basic and diluted [Abstract] | ||
Weighted-average common shares outstanding (in shares) | 3,387,000 | 1,965,000 |
Weighted-average common shares used in per share computation (in shares) | 3,387,000 | 1,965,000 |
Net loss per share [Abstract] | ||
Basic and diluted - Continuing operations (in dollars per share) | $ (1.52) | $ (1.77) |
Basic and diluted - Discontinued operations (in dollars per share) | 0 | 0.08 |
Basic and diluted (in dollars per share) | $ (1.52) | $ (1.69) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 5,158,450 | 593,697 |
Outstanding Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 665,058 | 371,759 |
Outstanding RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 23,921 | 129,050 |
ESPP [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 0 | 0 |
Options, RSUs and ESPP's [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 688,979 | 500,809 |
Weighted average exercise price of options, RSUs and ESPP's (in dollars per share) | $ 8.39 | $ 10.17 |
Warrants [Member] | Sequel Power [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 0 | 92,888 |
Weighted average exercise price of options, RSUs and ESPP's (in dollars per share) | $ 3.15 | |
Warrants expiration date | Jan. 14, 2015 | |
Warrants [Member] | Sequel Power Three [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 27,405 | 0 |
Weighted average exercise price of options, RSUs and ESPP's (in dollars per share) | $ 2.50 | |
Warrants expiration date | Jun. 24, 2020 | |
Warrants [Member] | Sequel Power One [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 4,256,000 | 0 |
Weighted average exercise price of options, RSUs and ESPP's (in dollars per share) | $ 1.18 | |
Warrants expiration date | Feb. 25, 2020 | |
Warrants [Member] | Underwriters [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Excluded from EPS calculation | 186,066 | 0 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash gain from discontinued operations | $ 20 | $ 0 | $ 0 |
Non cash loss from the foreign exchange differences | $ 142 | ||
Total income from discontinued operations, including income tax expense (benefit) | 0 | 155 | |
Assets of Discontinued Operations [Abstract] | |||
Accounts and other receivables, net of allowances for sales returns and doubtful accounts of $0 | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | |
Total assets of discontinued operations | 0 | 0 | |
Liabilities of Discontinued Operations [Abstract] | |||
Accrued expenses and other current liabilities | 0 | 5 | |
Total liabilities of discontinued operations | $ 0 | 5 | |
Nanolayer Deposition Technology [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain (Loss) on Disposal | 267 | ||
Proceeds from the sale of NLD patents | 365 | ||
Disposal related costs | $ 98 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Jan. 01, 2007 | Mar. 31, 2015 | Mar. 31, 2014 |
Income Taxes [Abstract] | |||
Percentage of cumulative ownership change considered for limitations on net operating losses | 50.00% | ||
Period of cumulative ownership change considered for limitations on net operating losses | 3 years | ||
Accrued interest and penalties related to uncertain tax positions | $ 0 | ||
Components of income (loss) from continuing operations before income taxes [Abstract] | |||
Domestic | (5,465) | $ (3,548) | |
Foreign | 0 | 0 | |
Loss before income tax benefit | (5,465) | (3,548) | |
Current [Abstract] | |||
U.S. Federal | 0 | 0 | |
State and Local | 4 | 2 | |
Foreign (credit) | 0 | 0 | |
Total current tax expense | 4 | 2 | |
Deferred [Abstract] | |||
U.S. Federal | (305) | (81) | |
State and Local | 0 | 0 | |
Foreign (credit) | 0 | 0 | |
Total deferred tax (benefit) | (305) | (81) | |
Income tax reconciliation [Abstract] | |||
Federal tax expense (benefit) at U.S. Statutory Rate | (1,754) | (1,126) | |
State tax expense (benefit) net of federal tax effect | (301) | (193) | |
Change in valuation allowance | (1,444) | 1,196 | |
Tax effect of acquired net operating loss carryforwards | 3,382 | 0 | |
Foreign Sub F Germany | 0 | 251 | |
Amortization of deferred tax liability | (305) | (81) | |
Other items | 121 | (126) | |
Total income tax (benefit) | (301) | (79) | |
Deferred tax liabilities [Abstract] | |||
Intangible assets | (195) | (500) | |
Deferred tax assets [Abstract] | |||
Deferred revenue | 0 | 48 | |
Accruals, reserves and other | 2,612 | 1,932 | |
Net operating loss carryforwards | 43,158 | 45,142 | |
Credit carryforward | 2,000 | 2,397 | |
Capitalized research and development costs | 299 | 299 | |
Other | 5 | 5 | |
Gross deferred tax assets | 47,879 | 49,323 | |
Valuation allowance | (47,879) | (49,323) | |
Net deferred tax asset | 0 | 0 | |
Reduction to deferred tax assets for unrecognized tax benefits | $ 1,400 | ||
Tabular Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Balance as of beginning of period | 899 | 822 | |
Increase/(Decrease) of unrecognized tax benefits taken in prior years | 0 | 0 | |
Increase/(Decrease) of unrecognized tax benefits related to current year | (72) | 77 | |
Increase/(Decrease) of unrecognized tax benefits related to settlements | 0 | 0 | |
Reductions to unrecognized tax benefits related to lapsing statute of limitations | 0 | 0 | |
Balance as of end of period | 827 | 899 | |
Total interest and penalties | 0 | ||
Valuation allowance change in amount | (1,400) | $ 1,200 | |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 118,200 | ||
Expiration dates | Mar. 31, 2013 | ||
Federal [Member] | Research and Experimentation Tax Credit Carryforward [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward, amount | $ 900 | ||
Tax credit carryforward, expiration date | Mar. 31, 2012 | ||
California [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 50,400 | ||
Expiration dates | Mar. 31, 2013 | ||
California [Member] | Research and Experimentation Tax Credit Carryforward [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward, amount | $ 900 |
CollabRx Acquisition (Details)
CollabRx Acquisition (Details) $ in Thousands | Jul. 12, 2012USD ($)shares | Jul. 12, 2012USD ($)shares | Mar. 31, 2015USD ($)Advisorshares | Mar. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||
Business acquisition effective date | Jul. 12, 2012 | |||
Acquisition agreement date | Jun. 29, 2012 | |||
Percentage of interests acquired (in hundredths) | 100.00% | 100.00% | ||
Number of shares issuable to acquire business (in shares) | shares | 236,433 | 236,433 | ||
Shares issued specified as percentage of total shares outstanding (in hundredths) | 14.00% | 14.00% | ||
Interest rate on promissory note (in hundredths) | 0.28% | 0.28% | ||
RSUs and options granted as "inducement grants" to newly hired management (in shares) | shares | 368,417 | |||
Vesting period of equity awards | 4 years | |||
Noncompetition period | 3 years | |||
Stockholders Agreement Period of transfer restrictions and voting provisions | 2 years | |||
Assets acquired [Abstract] | ||||
Cash | $ 476 | $ 476 | ||
AP and accrueds | (333) | (333) | ||
Deferred tax liability | (664) | (664) | ||
Goodwill | 603 | 603 | $ 603 | $ 603 |
Total Acquired Assets, net | 1,732 | 1,732 | ||
Purchase Price summary [Abstract] | ||||
Common Stock Consideration | 932 | |||
Promissory Note Assumed | 500 | |||
Loan Note Payable Assumed | 300 | |||
Total Purchase Price | 1,732 | |||
Number of clinical and scientific advisors | Advisor | 50 | |||
"Big data" opportunity value | $ 300,000,000 | |||
Tax benefit recognized | $ 83 | |||
Developed Technology [Member] | ||||
Assets acquired [Abstract] | ||||
Intangible assets | 720 | 720 | ||
Customer Relationships [Member] | ||||
Assets acquired [Abstract] | ||||
Intangible assets | 433 | 433 | ||
Trade Name [Member] | ||||
Assets acquired [Abstract] | ||||
Intangible assets | 346 | 346 | ||
Non Compete Agreements [Member] | ||||
Assets acquired [Abstract] | ||||
Intangible assets | $ 151 | $ 151 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Business Acquisition [Line Items] | ||||
Aggregate RSUs forfeited (in shares) | shares | 215,475 |
Commitments and Contingencies40
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2015USD ($)ft² | Mar. 31, 2014USD ($) | |
Commitments and Contingencies [Abstract] | ||
Expiry period of non-cancelable operating leases | 4 years | |
Operating Leases, Future minimum payments due [Abstract] | ||
2,016 | $ 126 | |
2,017 | 129 | |
2,018 | 54 | |
Thereafter | 0 | |
Total minimum lease payments | $ 309 | |
Schedule of Operating Lease Rent Expense [Line Items] | ||
Executive office space (in square feet) | ft² | 2,614 | |
Lease expiration date | Aug. 31, 2017 | |
Continuing Operations [Member] | ||
Schedule of Operating Lease Rent Expense [Line Items] | ||
Rent expense for operating leases | $ 122 | $ 131 |
Sale of Common Stock and Warr41
Sale of Common Stock and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 03, 2015 | Feb. 25, 2015 | Jun. 25, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued (in shares) | 2,716,535 | 4,416,000 | 913,500 | 7,132,535 | ||
Public offering price (in dollars per share) | $ 1.27 | $ 1.25 | $ 2 | |||
Gross proceeds before deducting underwriting discount and other estimated offering expenses | $ 3,450 | $ 5,520 | $ 1,827 | |||
Underwriting Discount and Financing Expenses | $ 478 | $ 1,035 | ||||
Number of common stock authorized under 2014 ATM plan (in shares) | 50,000,000 | 50,000,000 | ||||
Aegis Capital Corporation [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued (in shares) | 27,405 | 186,066 | ||||
Public offering price (in dollars per share) | $ 2.50 | $ 1.25 | ||||
Warrants expiration date | Jun. 24, 2020 | Feb. 25, 2020 | ||||
At Market Distribution Plan 2014 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued (in shares) | 1,810 | |||||
Number of common stock authorized under 2014 ATM plan (in shares) | 709,046 | |||||
Minimum option exercise price specified as percentage of fair market value of common stock (in hundredths) | 100.00% | |||||
Maximum exercise period for vested nonqualified stock option | 12 months | |||||
Number of shares available for grant under 2014 ATM plan (in shares) | 707,236 | |||||
Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued (in shares) | 185,777 | |||||
Warrants fair value | $ 1,645 | |||||
Interest rate on warrant issued (in hundredths) | 1.62% | |||||
Term of warrants | 4 years | |||||
Warrant expense | $ 0 | |||||
Warrants outstanding (in shares) | 4,469,471 | 0 | 92,888 | |||
Ownership interest (in hundredths) | 25.00% | |||||
Weighted average exercise price of warrants (in dollars per share) | $ 1.18 | $ 1.20 | $ 30 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ 1.18 | $ 1.20 | $ 30 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of shares to fair market value (in hundredths) | 85.00% | |
Employee Qualified Stock Purchase Plan [Abstract] | ||
Purchase price of shares to fair market value (in hundredths) | 85.00% | |
Number of shares authorized (in shares) | 16,667 | |
Common stock issued stock purchase plans (in shares) | 0 | 0 |
Number of shares available for future purchase (in shares) | 3,705 | |
Savings and Investment Plan [Abstract] | ||
Employer matching contribution (in hundredths) | 4.00% | |
Maximum annual employee contribution (in hundredth) | 15.00% | |
Employer contribution amount | $ 57 | $ 42 |
1998 Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized (in shares) | 333,333 | |
Term of awards | 10 years | |
2007 Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized (in shares) | 200,000 | |
Number of shares available for grant (in shares) | 21,295 | |
Term of awards | 10 years | |
Purchase price of shares to fair market value (in hundredths) | 100.00% | |
Maximum exercise period for vested nonqualified stock option | 12 months | |
Directors Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized (in shares) | 66,667 | |
Number of shares available for grant (in shares) | 1,667 | |
Number of shares eligible for grant on first anniversary (in shares) | 833 | |
Award vesting rights | 1/12th of the total number of shares will vest on the first day of each calendar month following the date of Option grant |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Stock Based Compensation [Abstract] | ||
Reverse stock split | 1-for-5 | |
Weighted Average Grant Date Fair Value [Roll Forward] | ||
Stock-based compensation expense | $ 664,000 | $ 352,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of outstanding options at end of period (in shares) | 665,058 | |
Number of Exercisable at end of period (in shares) | 289,379 | |
Exercise Price $0.75 - $1.50 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price Range, Lower Range Limit (in dollars per share) | $ 0.75 | |
Exercise Price Range, Upper Range Limit (in dollars per share) | $ 1.50 | |
Number of outstanding options at end of period (in shares) | 218,679 | |
Weighted Average Remaining Contractual Term | 9 years 8 months 1 day | |
Weighted Average Exercise Price (in dollars per share) | $ 0.80 | |
Number of Exercisable at end of period (in shares) | 15,000 | |
Weighted Average Exercise Price (in dollars per share) | $ 1.35 | |
Exercise Price $1.99 - $3.22 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price Range, Lower Range Limit (in dollars per share) | 1.99 | |
Exercise Price Range, Upper Range Limit (in dollars per share) | $ 3.22 | |
Number of outstanding options at end of period (in shares) | 190,567 | |
Weighted Average Remaining Contractual Term | 9 years 1 month 6 days | |
Weighted Average Exercise Price (in dollars per share) | $ 2.55 | |
Number of Exercisable at end of period (in shares) | 77,817 | |
Weighted Average Exercise Price (in dollars per share) | $ 2.46 | |
Exercise Price $3.35 - $6.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price Range, Lower Range Limit (in dollars per share) | 3.35 | |
Exercise Price Range, Upper Range Limit (in dollars per share) | $ 6 | |
Number of outstanding options at end of period (in shares) | 158,997 | |
Weighted Average Remaining Contractual Term | 6 years 9 months 29 days | |
Weighted Average Exercise Price (in dollars per share) | $ 3.90 | |
Number of Exercisable at end of period (in shares) | 99,747 | |
Weighted Average Exercise Price (in dollars per share) | $ 3.89 | |
Exercise Price $11.70 - $17.80 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price Range, Lower Range Limit (in dollars per share) | 11.70 | |
Exercise Price Range, Upper Range Limit (in dollars per share) | $ 17.80 | |
Number of outstanding options at end of period (in shares) | 47,024 | |
Weighted Average Remaining Contractual Term | 3 years 6 months 14 days | |
Weighted Average Exercise Price (in dollars per share) | $ 12.13 | |
Number of Exercisable at end of period (in shares) | 47,024 | |
Weighted Average Exercise Price (in dollars per share) | $ 12.13 | |
Exercise Price $21.00 - $34.20 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price Range, Lower Range Limit (in dollars per share) | 21 | |
Exercise Price Range, Upper Range Limit (in dollars per share) | $ 34.20 | |
Number of outstanding options at end of period (in shares) | 38,960 | |
Weighted Average Remaining Contractual Term | 2 years 1 month 17 days | |
Weighted Average Exercise Price (in dollars per share) | $ 22.67 | |
Number of Exercisable at end of period (in shares) | 38,960 | |
Weighted Average Exercise Price (in dollars per share) | $ 22.67 | |
Exercise Price $41.40 - $41.45 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price Range, Lower Range Limit (in dollars per share) | 41.40 | |
Exercise Price Range, Upper Range Limit (in dollars per share) | $ 41.45 | |
Number of outstanding options at end of period (in shares) | 10,831 | |
Weighted Average Remaining Contractual Term | 5 months 5 days | |
Weighted Average Exercise Price (in dollars per share) | $ 41.40 | |
Number of Exercisable at end of period (in shares) | 10,831 | |
Weighted Average Exercise Price (in dollars per share) | $ 41.40 | |
Stock Options [Member] | ||
Options and Warrants Additional Disclosures [Abstract] | ||
Options, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.87 | $ 3.06 |
Fair Value Assumptions and Methodology [Abstract] | ||
Expected life (years) | 6 years | 6 years |
Volatility, Minimum (in hundredths) | 141.73% | 151.81% |
Volatility, Maximum (in hundredths) | 151.70% | 152.95% |
Risk-free interest rate, Minimum (in hundredths) | 1.63% | 1.30% |
Risk-free interest rate, Maximum (in hundredths) | 1.75% | 1.72% |
Dividend yield (in hundredths) | 0.00% | 0.00% |
Weighted Average Grant Date Fair Value [Roll Forward] | ||
Total compensation cost not yet recognized | $ 411,000 | |
Compensation cost, Period for recognition | 1 year 7 months 24 days | |
Restricted Stock Units (RSUs) [Member] | ||
Restricted Stock Units [Roll Forward] | ||
Balance at beginning of period (in shares) | 129,070 | |
Granted ( in shares) | 150,000 | |
Forfeited (in shares) | (10,000) | |
Vested (in shares) | (269,070) | |
Balance at end of period (in shares) | 0 | 129,070 |
Weighted Average Grant Date Fair Value [Roll Forward] | ||
Balance at beginning of period (in dollars per share) | $ 2.77 | |
Granted (in dollars per share) | 1.54 | $ 3.22 |
Forfeited (in dollars per share) | 3.75 | |
Vested (in dollars per share) | 2.05 | |
Balance at end of period (in dollars per share) | $ 0 | $ 2.77 |
Total compensation cost not yet recognized | $ 0 | |
Compensation cost recognized | $ 180,000 | |
Stock Option and Warrants [Member] | ||
Options and Warrants Outstanding [Roll Forward] | ||
Outstanding, Number, Beginning Balance (in shares) | 371,759 | |
Granted (in shares) | 352,747 | |
Forfeited (in shares) | (32,848) | |
Expired (in shares) | (26,600) | |
Outstanding, Number, Ending Balance (in shares) | 665,058 | 371,759 |
Weighted Average Exercise Price [Roll Forward] | ||
Beginning Balance (in dollars per share) | $ 7.89 | |
Granted (in dollars per share) | 1.29 | |
Forfeited (in dollars per share) | 2.87 | |
Expired (in dollars per share) | 4.01 | |
Ending Balance (in dollars per share) | $ 4.79 | $ 7.89 |
Options and Warrants Additional Disclosures [Abstract] | ||
Vested and Expected to Vest, Outstanding, Number (in shares) | 664,783 | |
Exercisable, Number (in shares) | 289,379 | |
Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.79 | |
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 8.65 | |
Options, Weighted Average Remaining Contractual Term | 7 years 9 months 18 days | 7 years 7 months 2 days |
Exercisable, Weighted Average Remaining Contractual Term | 6 years 4 days | |
Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 7 years 9 months 18 days | |
Options, Outstanding, Intrinsic Value | $ 67,951,000 | $ 775,000 |
Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 67,920,000 | |
Exercisable, Intrinsic Value | $ 200,000 |
Geographical and Segment Info44
Geographical and Segment Information (Details) - Customer | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Sales to customers located in [Abstract] | ||
Number of top customers | 5 | |
Number of major customers | 6 | 5 |
Major customer (in hundredth) | 78.00% | 96.00% |
Investment in Unconsolidated 45
Investment in Unconsolidated Affiliate (Details) $ in Millions | Mar. 31, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Equity investment | $ 0 |
Promissory Notes Payable- Cur46
Promissory Notes Payable- Current Amounts Due (Details) - USD ($) $ in Thousands | Jul. 12, 2012 | Mar. 31, 2015 |
Debt Instrument [Line Items] | ||
Promissory notes assumed as part of the purchase price | $ 500 | |
Tegal Corporation [Member] | Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Promissory notes assumed as part of the purchase price | $ 500 | |
Tegal Corporation [Member] | Promissory Notes [Member] | Subsequent Event [Member] | ||
Debt Instrument [Line Items] | ||
First installment, principal amount | $ (167) | |
Second installment, principal amount | (167) | |
Third installment, principal amount | (166) | |
Unpaid accrued interest | $ (41) |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Event [Line Items] | |
Date of agreement | Jun. 29, 2012 |
Medytox Solutions, Inc. [Member] | |
Subsequent Event [Line Items] | |
Date of agreement | Apr. 15, 2015 |