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California
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77-0309142
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(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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412 Mount Kemble Ave.,
Suite 110C Morristown, NJ |
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07960
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(Address of principal executive offices)
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(Zip code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $.002 per share
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NYSE MKT
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company ☒ | |
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | | | |||||
SIGNATURES | | | |||||
EXHIBIT INDEX
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Area of Product/Service
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Competitors
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Internally developed software | | | Many insurance companies have sufficient IT resources to maintain and augment their own proprietary, legacy systems, or consider developing new custom systems. | |
Insurance software vendors | | | Vendors such as Duck Creek, Guidewire Software, Inc., FINEOS, ISCS, OneShield, Inc., FAST, Oracle Sapiens International Corporation, Accenture, Insurity, and TIA Technology provide software solutions that are specifically designed to meet the needs of insurance carriers. Vendors such as Pegasystems Inc. and SAP AG offer software that can be customized to address specific areas of need for insurance carriers. | |
Consulting and Services firms | | | Firms such as Accenture, Deloitte, E&Y, Nolan Group, CSC, Cognizant, CGI, Mphasis and Tata Consultancy Services Limited offer consulting and other services such as testing, application maintenance, and custom development, solutions for the insurance industry. | |
Fiscal 2016:
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High
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Low
|
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4th Quarter
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| | | $ | 6.74 | | | | | $ | 4.55 | | |
3rd Quarter
|
| | | $ | 6.08 | | | | | $ | 4.21 | | |
2nd Quarter
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| | | $ | 6.08 | | | | | $ | 4.45 | | |
1st Quarter (starting June 29, 2015)
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| | | $ | 5.60 | | | | | $ | 4.44 | | |
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Fiscal Year
Ended March 31, 2016 |
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Fiscal Year
Ended March 31, 2015 |
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Fiscal Year
Ended March 31, 2014 |
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Revenues | | | | $ | 113,302 | | | | | $ | 79,282 | | | | | $ | 82,837 | | |
Income (loss) before income tax
|
| | | | (4,749) | | | | | | (792) | | | | | | 4,813 | | |
Net income (loss)
|
| | | | (3,562) | | | | | | (651) | | | | | | 2,920 | | |
Net income per share – basic
|
| | | | (0.10) | | | | | | (0.02) | | | | | | 0.02 | | |
Net income per share – diluted
|
| | | | (0.10) | | | | | | (0.02) | | | | | | 0.02 | | |
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As of March 31,
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2016
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2015
|
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2014
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Cash and cash equivalents
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| | | $ | 6,154 | | | | | $ | 6,532 | | | | | $ | 10,041 | | |
Working capital
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| | | | 5,665 | | | | | | 6,275 | | | | | | 4,854 | | |
Total assets
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| | | | 94,621 | | | | | | 46,545 | | | | | | 48,438 | | |
Short-term debt
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| | | | 6,951 | | | | | | 1,470 | | | | | | 0 | | |
Long-term debt
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| | | | 6,800 | | | | | | 3,000 | | | | | | 0 | | |
Stockholders’ equity
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| | | | 45,557 | | | | | | 20,556 | | | | | | 20,538 | | |
| Owned Buildings | | | 25 – 30 years | |
| Leasehold Improvements | | | 5 years or over the primary period of lease whichever is less | |
| Computers | | | 2 years | |
| Plant and Equipment | | | 2 – 5 years | |
| Furniture and Fixtures | | | 5 years | |
| Vehicles | | | 5 years | |
| Office Equipment | | | 2 – 5 years | |
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Fiscal Years Ended
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(U.S. Dollars; dollar amounts in thousands):
|
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March 31, 2016
|
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%
|
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March 31, 2015
|
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%
|
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Total Revenues
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| | | $ | 113,302 | | | | | | | | | | | $ | 79,282 | | | | | |||||||
Total cost of revenues
|
| | | | 62,832 | | | | | | 55% | | | | | | 48,776 | | | | | | 62% | | | | ||
Total gross profit
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| | | | 50,470 | | | | | | | | | | | | 30,506 | | | | | |||||||
Operating expenses: | | | | | | | ||||||||||||||||||||||
Research and development expenses
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| | | | 16,267 | | | | | | 14% | | | | | | 10,344 | | | | | | 13% | | | | ||
Selling, general and administrative expenses
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| | | | 38,204 | | | | | | 34% | | | | | | 21,000 | | | | | | 26% | | | | ||
Restructuring costs
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| | | | 465 | | | | | | | | | | | | 1,120 | | | | | | | | | | ||
Total operating expenses:
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| | | | 54,936 | | | | | | | | | | | | 32,464 | | | | | | | | | | | |
Income (loss) from operations
|
| | | | (4,466) | | | | | | | | | | | | (1,958) | | | | | | | | | | ||
Interest income
|
| | | | 24 | | | | | | | | | | | | 185 | | | | | | | | | | ||
Interest expense
|
| | | | (596) | | | | | | | | | | | | (200) | | | | | | | | | | ||
Other income (expenses), net
|
| | | | 289 | | | | | | | | | | | | 1,181 | | | | | | | | | | ||
Income (loss) before provision for income taxes
|
| | | | (4,749) | | | | | | | | | | | | (792) | | | | | | | | | | ||
Income taxes (benefit)
|
| | | | (1,187) | | | | | | | | | | | | (141) | | | | | | | | | | ||
Net income (loss)
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| | | $ | (3,562) | | | | | | (3)% | | | | | $ | (651) | | | | | | (1)% | | | | ||
|
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Fiscal years ended
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(U.S. dollars; dollar amounts in thousands):
|
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March 31, 2016
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%
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March 31, 2015
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%
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Geography: North America | | | | | | ||||||||||||||||||||
Legal Entity | | | | | | ||||||||||||||||||||
Majesco
|
| | | $ | 25,646 | | | | | | 23% | | | | | $ | 12,233 | | | | | | 19% | | |
Majesco Software and Solutions Inc.
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| | | | 54,928 | | | | | | 48% | | | | | | 49,336 | | | | | | 75% | | |
Vector Insurance Services, LLC
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| | | | — | | | | | | 0% | | | | | | 515 | | | | | | 1% | | |
Cover-All Systems Inc.
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| | | | 17,636 | | | | | | 16% | | | | | | — | | | | | | — | | |
Majesco Canada Ltd., Canada
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| | | | 2,175 | | | | | | 2% | | | | | | 3,209 | | | | | | 5% | | |
| | | | $ | 100,385 | | | | | | 89% | | | | | $ | 65,293 | | | | | | 82% | | |
Geography: The United Kingdom | | | | | | ||||||||||||||||||||
Legal Entity: | | | | | | ||||||||||||||||||||
Majesco UK Limited, UK
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| | | $ | 8,935 | | | | | | 8% | | | | | $ | 6,828 | | | | | | 9% | | |
Geography: Other | | | | | | ||||||||||||||||||||
Legal Entity: | | | | | | ||||||||||||||||||||
Majesco Sdn. Bhd., Malaysia
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| | | $ | 3,671 | | | | | | 3% | | | | | $ | 5,347 | | | | | | 7% | | |
Majesco (Thailand) Co. Ltd., Thailand
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| | | | | | | | | | 0% | | | | | | 448 | | | | | | 0.6% | | |
Majesco Asia Pacific Pte. Ltd., Singapore
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| | | | 73 | | | | | | 0% | | | | | | 0 | | | | | | 0% | | |
Majesco Software and Solutions India Private
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Limited, India
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| | | | 238 | | | | | | 0% | | | | | | 1,366 | | | | | | 1.4% | | |
| | | | $ | 3,982 | | | | | | 3% | | | | | $ | 7,161 | | | | | | 10% | | |
Total Revenues
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| | | $ | 113,302 | | | | | | | | | | | $ | 79,282 | | | | | | | | |
|
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Fiscal years ended
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(U.S. dollars; in thousands)
|
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March 31, 2016
|
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March 31, 2015
|
| ||||||
Net Income (loss)
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| | | $ | (3,562) | | | | | $ | (651) | | |
Add: | | | | ||||||||||
Provision (benefit) for income taxes
|
| | | | (1,187) | | | | | | (141) | | |
Depreciation and amortization
|
| | | | 3,842 | | | | | | 2,425 | | |
Interest expense
|
| | | | 596 | | | | | | 200 | | |
Less:
|
| | | ||||||||||
Interest income
|
| | | | 24 | | | | | | 185 | | |
Other income (expenses), net
|
| | | | 289 | | | | | | 1,181 | | |
EBITDA
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| | | $ | (624) | | | | | $ | 467 | | |
Add:
|
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Restructuring costs
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| | | | 465 | | | | | | 1,120 | | |
Stock based compensation
|
| | | | 748 | | | | | | 248 | | |
Reversal of accrued revenue
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| | | $ | 0 | | | | | | 1,410 | | |
Adjusted EBITDA
|
| | | | 589 | | | | | | 3,245 | | |
Revenue
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| | | | 113,302 | | | | | | 79,282 | | |
Adjusted EBITDA as a % of Revenue
|
| | | | 0.52% | | | | | | 4.1% | | |
Particulars
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Total
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<1 Year
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1 – 3 Years
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3 – 5 Years
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>5 Years
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Capital Leases
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| | | | 302 | | | | | | 171 | | | | | | 131 | | | | | | — | | | | | | — | | |
Operating Leases
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| | | | 12,993 | | | | | | 2,974 | | | | | | 8,334 | | | | | | 976 | | | | | | 709 | | |
Purchase Obligations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Debt
|
| | | | 6,800 | | | | | | — | | | | | | 3,320 | | | | | | 3,480 | | | | | | — | | |
Majesco Credit Facility
|
| | | | 6,951 | | | | | | 6,951 | | | | | | — | | | | | | — | | | | | | — | | |
Other Obligations – Contingent Consideration
|
| | | | 592 | | | | | | 870 | | | | | | (278) | | | | | | — | | | | | | — | | |
Total
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| | | $ | 27,638 | | | | | $ | 10,966 | | | | | $ | 11,507 | | | | | $ | 4,456 | | | | | $ | 709 | | |
|
| | |
Asset
|
| |
Liability
|
| ||||||||||||||||||
| | |
Noncurrent*
|
| |
Current*
|
| |
Noncurrent*
|
| |
Current*
|
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As of March 31, 2016 | | | | | | ||||||||||||||||||||
Designated as hedging instruments under Cash Flow Hedges (in
thousands) |
| | | | | ||||||||||||||||||||
Foreign exchange forward contracts
|
| | | $ | 0 | | | | | $ | 180 | | | | | $ | 0 | | | | | $ | 4 | | |
| | | | $ | 0 | | | | | $ | 180 | | | | | $ | 0 | | | | | $ | 4 | | |
As of March 31, 2015 | | | | | | ||||||||||||||||||||
Designated as hedging instruments under Cash Flow Hedges | | | | | | ||||||||||||||||||||
Foreign exchange forward contracts
|
| | | $ | 28 | | | | | $ | 545 | | | | | $ | 13 | | | | | $ | 15 | | |
| | | | $ | 28 | | | | | $ | 545 | | | | | $ | 13 | | | | | $ | 15 | | |
(a) |
1. |
Financial Statements |
| | | | MAJESCO | | |||
| | | | By: | | | /s/ Ketan Mehta | |
| | | | | | | Ketan Mehta President and Chief Executive Officer |
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Signature
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Title
|
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Date
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/s/ Ketan Mehta
Ketan Mehta
|
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President and Chief Executive Officer
(Principal Executive Officer) and Director |
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May 23, 2016
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/s/ Farid Kazani
Farid Kazani
|
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Chief Financial Officer and Treasurer
(Principal Financial Officer) |
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May 23, 2016
|
|
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/s/ Arun K. Maheshwari
Arun K. Maheshwari
|
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Director
|
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May 23, 2016
|
|
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/s/ Earl Gallegos
Earl Gallegos
|
| |
Director
|
| |
May 23, 2016
|
|
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/s/ Atul Kanagat
Atul Kanagat
|
| |
Director
|
| |
May 23, 2016
|
|
|
/s/ Sudhakar Ram
Sudhakar Ram
|
| |
Director
|
| |
May 23, 2016
|
|
|
/s/ Steven R. Isaac
Steven R. Isaac
|
| |
Director
|
| |
May 23, 2016
|
|
|
/s/ Robert P. Restrepo Jr.
Robert P. Restrepo Jr.
|
| |
Director
|
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May 23, 2016
|
|
| 2.1 | | | Agreement and Plan of Merger, dated as of December 14, 2014, by and between Majesco and Cover-All (incorporated by reference to Exhibit 2.1 to Majesco’s Annual Report on Form 10-K for the year ended March 31, 2015, filed with the SEC on June 19, 2015) | |
| 2.2 | | | Amendment No. 1 to Agreement and Plan of Merger dated as of February 18, 2015, by and among Majesco, Cover-All and RENN (incorporated by reference to Exhibit 2.2 to Annual Report on Form 10-K for the year ended March 31, 2015, filed with the SEC on June 19, 2015) | |
| 3.1 | | | Amended and Restated Articles of Incorporation of Majesco, dated June 22, 2015, as amended (incorporated by reference to Exhibit 3.2 to Majesco’s Current Report on Form 8-K, filed with the SEC on June 23, 2015) | |
| 3.2 | | | Amended and Restated Bylaws of Majesco, dated June 22, 2015, as amended (incorporated by reference to Exhibit 3.3 to Majesco’s Current Report on Form 8-K, filed with the SEC on June 23, 2015) | |
| 4.1 | | | Form of common stock certificate of Majesco (incorporated by reference to Exhibit 4.1 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.1+ | | | Form of Majesco Indemnification Agreement with directors and executive officers (incorporated by reference to Exhibit 10.1 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.2+ | | | Majesco 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.3+ | | | Form of Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.4 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.4+ | | | Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.5+ | | | Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.6+ | | | Form of Employee Stock Option Scheme of Majesco Limited — Plan I (incorporated by reference to Exhibit 10.7 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.7+ | | | Form of Option Award Letter (incorporated by reference to Exhibit 10.8 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.8+ | | | Form of Majesco Performance Bonus Plan (incorporated by reference to Exhibit 10.9 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.9+ | | | Form of Majesco Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.10 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.10+ | | | Employment Letter Agreement between Majesco and Ketan Mehta, dated as of September 4, 2013 (incorporated by reference to Exhibit 10.11 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.11+ | | | Employment Letter Agreement between Majesco and William Freitag, dated as of January 1, 2015 (incorporated by reference to Exhibit 10.12 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.12+ | | | Employment Letter Agreement between Majesco and Edward Ossie, dated December 1, 2014 (incorporated by reference to Exhibit 10.13 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.13+ | | | Employment Letter Agreement between Majesco and Prateek Kumar, dated as of April 11, 2003 (incorporated by reference to Exhibit 10.14 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.14+ | | | Employment Letter Agreement between Majesco and Chad Hersh, dated as of November 14, 2014 (incorporated by reference to Exhibit 10.15 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.15+ | | | Employment Letter Agreement between Majesco and Lori Stanley, dated as of June 29, 2011(incorporated by reference to Exhibit 10.16 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.16 | | | Credit Facility Agreement between ICICI Bank Limited (“ICICI”), New York Branch and Majesco, dated as of March 25, 2011 (incorporated by reference to Exhibit 10.19 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.17 | | | Revolving Credit Note in Favor of ICICI dated as of March 25, 2011 (incorporated by reference to Exhibit 10.20 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.18 | | | Security Agreement between ICICI and Majesco, dated as of March 25, 2011 (incorporated by reference to Exhibit 10.21 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.19 | | | Guaranty Agreement between ICICI and Mastek Limited, dated as of June 10, 2012 (incorporated by reference to Exhibit 10.22 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.20 | | | Subordination Agreement between ICICI and Majesco, dated as of March 25, 2011 (incorporated by reference to Exhibit 10.23 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.21 | | | Facility Letter between Punjab National Bank (International) Limited and Majesco, dated as of January 9, 2015 (incorporated by reference to Exhibit 10.24 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.22 | | | Agreement between Punjab National Bank (International) Limited and Majesco, dated as of January 14, 2015 (incorporated by reference to Exhibit 10.25 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.23 | | | Standby Letter of Credit from YES Bank Ltd. in favor of Punjab National Bank (International) Limited, dated January 29, 2015, as amended (incorporated by reference to Exhibit 10.26 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.24 | | | Asset Purchase and Sale Agreement by and among Majesco, Agile Technologies, LLC and solely with respect to Sections 7.8 and 9, William K. Freitag, John M. Johansen and Robert Buhrle, dated December 12, 2014 (incorporated by reference to Exhibit 10.27 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015)(2) | |
| 10.25 | | | Amendment No. 1 to Amendment Asset Purchase and Sale Agreement, dated as of January 1, 2015, by and among Majesco, Agile Technologies, LLC, William K. Freitag, John M. Johansen and Robert Buhrle (incorporated by reference to Exhibit 10.28 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.26 | | | Share Purchase Agreement, dated September 15, 2014, between Mastek Limited and MajescoMastek, for shares of MajescoMastek Canada Limited (incorporated by reference to Exhibit 10.29 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.27 | | | Business Transfer Agreement, dated January 29, 2015, between Mastek (UK) Limited and Majesco UK Limited (incorporated by reference to Exhibit 10.30 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.28 | | | Share Purchase Agreement, dated September 18, 2014, between Mastek Limited and MajescoMastek, for shares of Mastek MSC Sdn Bhd. (incorporated by reference to Exhibit 10.31 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015) | |
| 10.29 | | | Scheme of Arrangement among Mastek Limited, Minefields Computers Limited, Majesco Software and Solutions India Private Limited and their respective shareholders and creditors (incorporated by reference to Exhibit 10.32 to Majesco’s Registration Statement on Form S-4 (File No. 333-202180), filed with the SEC on April 1, 2015)(2) | |
| 10.30+ | | | Form of Non-Qualified Stock Option Award Agreement for the United Kingdom (incorporated by reference to Exhibit 10.32 to Majesco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the SEC on August 10, 2015) | |
| 10.31 | | | Pre Shipment in Foreign Currency Credit Facility Agreement between Majesco Software & Solutions India Private Limited and Yes Bank Limited, dated June 30, 2015 (incorporated by reference to Exhibit 10.33 to Majesco’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the SEC on August 10, 2015) | |
| 10.32 | | | Joint Venture Agreement dated September 24, 2015, between Mastek (UK) Limited and Majesco Software and Solutions India Private Limited (incorporated by reference to Exhibit 10.34 to Majesco’s Current Report on Form 8-K, filed with the SEC on September 28, 2015) | |
| 10.33 | | | Share Purchase Agreement dated October 31, 2015, between Mastek Limited and Majesco SDN BHD (incorporated by reference to Exhibit 10.35 to Majesco’s Current Report on Form 8-K, filed with the SEC on November 3, 2015) | |
| 10.34 | | | Services Agreement dated December 2, 2015, between Mastek (UK) Limited and Majesco UK Limited (incorporated by reference to Exhibit 10.36 to Majesco’s Current Report on Form 8-K, filed with the SEC on December 3, 2015) | |
| 10.35 | | | Credit Arrangement Letter dated July 27, 2015, between Majesco Software and Solutions India Private Limited and ICICI Bank Limited (incorporated by reference to Exhibit 10.37 to Majesco’s Current Report on Form 8-K, filed with the SEC on November 19, 2015) | |
| 10.36 | | | Facility Letter dated August 28, 2015, between Majesco Software and Solutions India Private Limited and Standard Chartered Bank (incorporated by reference to Exhibit 10.38 to Majesco’s Current Report on Form 8-K, filed with the SEC on November 19, 2015) | |
| 10.37 | | | Stock Purchase Warrant, dated June 26, 2015, issued to Michaelson Capital Special Finance Fund, LP (incorporated by reference to Exhibit 10.1 to Majesco’s Current Report on Form 8-K, filed with the SEC on June 30, 2015) | |
| 10.38 | | | Extension Letter of the Credit Facility Agreement between ICICI Bank Limited and Majesco, dated as of November 20, 2015 (incorporated by reference to Exhibit 10.40 to Majesco’s Current Report on Form 8-K, filed with the SEC on November 24, 2015) | |
| 10.39 | | | Extension of the Guaranty Agreement between ICICI Bank Limited and Mastek Limited, dated as of November 24, 2015 (incorporated by reference to Exhibit 10.41 to Majesco’s Current Report on Form 8-K, filed with the SEC on November 24, 2015) | |
| 10.40 | | | Second Amendment to Asset Purchase and Sale Agreement, dated as of January 26, 2016 amending the Asset Purchase and Sale Agreement by and among Agile Technologies, LLC, a New Jersey limited liability company, the members of the Seller and Majesco, dated December 12, 2014, and as amended on January 1, 2015 (incorporated by reference to Exhibit 10.42 to Majesco’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2015, filed with the SEC on January 29, 2016)(5) | |
| 10.41+ | | | First Amendment dated January 26, 2016 to the Employment Letter Agreement between Majesco and William Freitag, dated as of January 1, 2015 (incorporated by reference to Exhibit 10.43 to Majesco’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2015, filed with the SEC on January 29, 2016) | |
| 10.42 | | | Stock Purchase Warrant, dated June 26, 2015, issued to Monarch Capital Group, LLC (incorporated by reference to Exhibit 10.2 to Majesco’s Current Report on Form 8-K, filed with the SEC on June 30, 2015) | |
| 10.43 | | | Stock Purchase Warrant, dated June 26, 2015, issued to Robert Nathan (incorporated by reference to Exhibit 10.3 to Majesco’s Current Report on Form 8-K, filed with the SEC on June 30, 2015) | |
| 10.44 | | | Stock Purchase Warrant, dated September 1, 2015, issued to Maxim Partners LLC (incorporated by reference to Exhibit 10.1 to Majesco’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the SEC on November 3, 2015) | |
| 10.45 | | | Extension Letter of the Credit Facility Agreement between ICICI Bank Limited and Majesco, dated as of February 11, 2016 (incorporated by reference to Exhibit 10.1 to Majesco’s Current Report on Form 8-K, filed with the SEC on February 16, 2016) | |
| 10.46 | | | Services Agreement, dated March 1, 2016, by and between Majesco and Digility Inc. (incorporated by reference to Exhibit 10.1 to Majesco’s Current Report on Form 8-K, filed with the SEC on March 2, 2016) | |
| 10.47 | | | Sublease Agreement, dated March 1, 2016, by and between Majesco and Digility Inc. (incorporated by reference to Exhibit 10.2 to Majesco’s Current Report on Form 8-K, filed with the SEC on March 2, 2016) | |
| 10.48 | | | Loan Agreement, dated March 23, 2016, by and between Majesco and HSBC Bank USA, National Association (incorporated by reference to Exhibit 10.1 to Majesco’s Current Report on Form 8-K, filed with the SEC on March 28, 2016) | |
| 10.49 | | | Promissory Note in favor of HSBC Bank USA, National Association, dated March 23, 2016 (incorporated by reference to Exhibit 10.2 to Majesco’s Current Report on Form 8-K, filed with the SEC on March 28, 2016) | |
| 10.50 | | | Credit Arrangement letter dated as of May 20, 2016 between Majesco and ICICI Bank Limited, New York Branch(1) | |
| 21 | | | Subsidiaries of Majesco(1) | |
| 31.1 | | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1) | |
| 31.2 | | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1) | |
| 32.1 | | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3) | |
| 32.2 | | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3) | |
| 101.1 | | | The following materials from Majesco’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016 formatted in extensible Business Reporting Language (XBRL): (i) Consolidated and Combined Balance Sheets as of March 31, 2016 and March 31, 2015; (ii) Consolidated and Combined Statements of Operations for the fiscal years ended March 31, 2016, March 31, 2015 and March 31, 2014; (iii) Consolidated and Combined Statements of Comprehensive Income for the fiscal years ended March 31, 2016, March 31, 2015 and March 31, 2014; (iv) Consolidated and Combined Statements of Changes in Stockholders’ Equity for the fiscal year ended March 31, 2016, March 31, 2015 and March 31, 2014; (v) Consolidated and Combined Statements of Cash Flows for the fiscal years ended March 31, 2016, March 31, 2015 and March 31, 2014; and (vi) Notes to Consolidated and Combined Financial Statements(4) | |
| | |
Page
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| | | | F-2 | |
| | | | F-3 | |
| | | | F-4 | |
| | | | F-5 | |
| | | | F-6 | |
| | | | F-7 | |
| | | | F-8 |
| | |
March 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
ASSETS | | | | ||||||||||
CURRENT ASSETS
|
| | | ||||||||||
Cash and cash equivalents
|
| | | $ | 5,520 | | | | | $ | 6,262 | | |
Short term investments
|
| | | | 634 | | | | | | 270 | | |
Restricted cash
|
| | | | 257 | | | | | | 305 | | |
Accounts receivables, net
|
| | | | 22,503 | | | | | | 7,758 | | |
Unbilled accounts receivable
|
| | | | 7,379 | | | | | | 5,615 | | |
Deferred income tax assets
|
| | | | 1,847 | | | | | | 2,168 | | |
Prepaid expenses and other current assets
|
| | | | 6,195 | | | | | | 2,911 | | |
Total current assets
|
| | | | 44,335 | | | | | | 25,289 | | |
Property and equipment, net
|
| | | | 3,462 | | | | | | 1,173 | | |
Intangible assets, net
|
| | | | 10,483 | | | | | | 3,434 | | |
Deferred income tax assets
|
| | | | 3,586 | | | | | | 2,182 | | |
Other assets
|
| | | | 480 | | | | | | 271 | | |
Goodwill
|
| | | | 32,275 | | | | | | 14,196 | | |
Total Assets
|
| | | $ | 94,621 | | | | | $ | 46,545 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | ||||||||||
CURRENT LIABILITIES
|
| | | ||||||||||
Capital lease obligation .
|
| | | $ | 159 | | | | | $ | 17 | | |
Loan from Bank
|
| | | | 6,951 | | | | | | 1,470 | | |
Accounts payable
|
| | | | 3,659 | | | | | | 442 | | |
Accrued expenses and other liabilities Related Parties
|
| | | | — | | | | | | 3,520 | | |
Others
|
| | | | 16,701 | | | | | | 8,739 | | |
Deferred revenue
|
| | | | 11,200 | | | | | | 4,826 | | |
Total current liabilities
|
| | | | 38,670 | | | | | | 19,014 | | |
Capital lease obligation, net of current portion
|
| | | | 120 | | | | | | 31 | | |
Term loan – bank
|
| | | | 6,800 | | | | | | 3,000 | | |
Others
|
| | | | 3,474 | | | | | | 3,944 | | |
Total Liabilities
|
| | | $ | 49,064 | | | | | $ | 25,989 | | |
Commitments and contingencies
|
| | | ||||||||||
STOCKHOLDERS’ EQUITY
|
| | | ||||||||||
Preferred stock, par value $0.002 per share – 50,000,000 shares authorized as of March 31, 2016, and NIL shares authorized as of March 31, 2015; NIL shares issued and outstanding as of March 31, 2016 and March 31, 2015
|
| | | $ | — | | | | | $ | — | | |
Common stock, par value $0.002 per share – 450,000,000 shares authorized as of March 31, 2016 and 300,000,000 shares authorized as of March 31, 2015; 36,451,357 shares issued and outstanding as of March 31, 2016 and 30,575,000 shares issued and outstanding as of March 31, 2015(1)
|
| | | | 73 | | | | | | 61 | | |
Additional paid-in capital(1)
|
| | | | 69,505 | | | | | | 39,049 | | |
Accumulated deficit
|
| | | | (24,360) | | | | | | (20,798) | | |
Accumulated other comprehensive income
|
| | | | 339 | | | | | | 2,244 | | |
Total stockholders’ equity
|
| | | | 45,557 | | | | | | 20,556 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 94,621 | | | | | $ | 46,545 | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
Revenue
|
| | | $ | 113,302 | | | | | $ | 79,282 | | | | | $ | 82,837 | | |
Cost of revenue
|
| | | | 62,832 | | | | | | 48,776 | | | | | | 45,748 | | |
Gross profit
|
| | | $ | 50,470 | | | | | $ | 30,506 | | | | | $ | 37,089 | | |
Operating expenses | | | | | |||||||||||||||
Research and development expenses
|
| | | $ | 16,267 | | | | | $ | 10,344 | | | | | $ | 10,102 | | |
Selling, general and administrative expenses
|
| | | | 38,204 | | | | | | 21,000 | | | | | | 22,746 | | |
Restructuring costs
|
| | | | 465 | | | | | | 1,120 | | | | | | — | | |
Total operating expenses
|
| | | $ | 54,936 | | | | | $ | 32,464 | | | | | $ | 32,848 | | |
(Loss)/Income from operations
|
| | | $ | (4,466) | | | | | $ | (1,958) | | | | | $ | 4,241 | | |
Interest income
|
| | | | 24 | | | | | | 185 | | | | | | 89 | | |
Interest expense
|
| | | | (596) | | | | | | (200) | | | | | | (63) | | |
Other income (expenses), net
|
| | | | 289 | | | | | | 1,181 | | | | | | 546 | | |
(Loss)/Income before provision for income taxes
|
| | | $ | (4,749) | | | | | $ | (792) | | | | | $ | 4,813 | | |
(Benefit)/Provision for income taxes
|
| | | | (1,187) | | | | | | (141) | | | | | | 1,893 | | |
Net (Loss)/Income
|
| | | $ | (3,562) | | | | | $ | (651) | | | | | $ | 2,920 | | |
Less: Net income/(loss) attributable to Non-controlling interests
|
| | | $ | — | | | | | $ | 15 | | | | | $ | 16 | | |
Owners of the Company
|
| | | | (3,562) | | | | | | (666) | | | | | | 2,904 | | |
| | | | $ | (3,562) | | | | | $ | (651) | | | | | | 2,920 | | |
Earnings (Loss) per share: | | | | | |||||||||||||||
Basic
|
| | | $ | (0.10) | | | | | $ | (0.02) | | | | | $ | 0.10 | | |
Diluted
|
| | | | (0.10) | | | | | | (0.02) | | | | | | 0.10 | | |
Weighted average number of common shares outstanding(1) | | | | | |||||||||||||||
Basic and diluted
|
| | | | 35,055,000 | | | | | | 30,575,000 | | | | | | 30,575,000 | | |
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
Net (Loss)/Income
|
| | | $ | (3,562) | | | | | $ | (651) | | | | | $ | 2,920 | | |
Other comprehensive income (loss), net of tax: | | | | | |||||||||||||||
Foreign currency translation adjustments
|
| | | | (1,662) | | | | | | (325) | | | | | | (14) | | |
Unrealized (loss)/gains on cash flow hedges
|
| | | | (243) | | | | | | 60 | | | | | | 877 | | |
Other comprehensive income
|
| | | $ | (1,905) | | | | | $ | (265) | | | | | $ | 863 | | |
Comprehensive (Loss)/Income
|
| | | $ | (5,467) | | | | | $ | (916) | | | | | $ | 3,783 | | |
Less: Comprehensive income attributable to the non-controlling interest
|
| | | $ | — | | | | | $ | 15 | | | | | $ | 16 | | |
Comprehensive (Loss)/Income attributable to Owners of the Company
|
| | | $ | (5,467) | | | | | $ | (931) | | | | | $ | 3,767 | | |
|
| | |
Common Stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income |
| |
Non-
controlling interests |
| |
Total
Stockholders’ equity |
| ||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance as of April 1, 2013
|
| | | | 183,450,000 | | | | | $ | 367 | | | | | $ | 38,091 | | | | | $ | (23,727) | | | | | $ | 1,646 | | | | | $ | 57 | | | | | $ | 16,434 | | |
Reverse Stock Split(1)
|
| | | | (152,875,000) | | | | | | (306) | | | | | | 306 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stock based compensation
|
| | | | — | | | | | | — | | | | | | 321 | | | | | | — | | | | | | — | | | | | | — | | | | | | 321 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,904 | | | | | | — | | | | | | 16 | | | | | | 2,920 | | |
Foreign currency translation adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14) | | | | | | — | | | | | | (14) | | |
Unrealized gains on cash flow hedges
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 877 | | | | | | — | | | | | | 877 | | |
Balance as of March 31, 2014
|
| | | | 30,575,000 | | | | | $ | 61 | | | | | $ | 38,718 | | | | | $ | (20,823) | | | | | $ | 2,509 | | | | | $ | 73 | | | | | $ | 20,538 | | |
Stock based compensation
|
| | | | — | | | | | | — | | | | | | 248 | | | | | | — | | | | | | — | | | | | | — | | | | | | 248 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (666) | | | | | | — | | | | | | 15 | | | | | | (651) | | |
Reorganization
|
| | | | — | | | | | | — | | | | | | — | | | | | | 691 | | | | | | — | | | | | | — | | | | | | 691 | | |
Foreign currency translation adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (325) | | | | | | — | | | | | | (325) | | |
Unrealized gains on cash flow hedges
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60 | | | | | | — | | | | | | 60 | | |
Non-controlling interest bought back
|
| | | | — | | | | | | — | | | | | | 83 | | | | | | — | | | | | | — | | | | | | (88) | | | | | | (5) | | |
Balance as of March 31, 2015
|
| | | | 30,575,000 | | | | | $ | 61 | | | | | $ | 39,049 | | | | | $ | (20,798) | | | | | $ | 2,244 | | | | | | — | | | | | $ | 20,556 | | |
Stock based compensation
|
| | | | — | | | | | | — | | | | | | 748 | | | | | | — | | | | | | — | | | | | | — | | | | | | 748 | | |
Cover-All Merger
|
| | | | 5,876,357 | | | | | $ | 12 | | | | | $ | 29,708 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 29,720 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (3,562) | | | | | | — | | | | | | — | | | | | | (3,562) | | |
Foreign currency translation adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,662) | | | | | | — | | | | | | (1,662) | | |
Unrealized gains on cash flow hedges
|
| | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (243) | | | | | | — | | | | | | (243) | | |
Balance as of March 31, 2016
|
| | | | 36,451,357 | | | | | $ | 73 | | | | | $ | 69,505 | | | | | $ | (24,360) | | | | | $ | 339 | | | | | $ | — | | | | | $ | 45,557 | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
Net income (loss)
|
| | | $ | (3,562) | | | | | $ | (651) | | | | | $ | 2,920 | | |
Adjustments to reconcile net income to net cash provided by operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 3,843 | | | | | | 2,425 | | | | | | 2,522 | | |
Share based payment expenses
|
| | | | 748 | | | | | | 248 | | | | | | 321 | | |
Provision/(Recovery) for doubtful receivables
|
| | | | (149) | | | | | | 340 | | | | | | (9) | | |
Deferred tax (benefit)/expense
|
| | | | (2,227) | | | | | | (877) | | | | | | 748 | | |
Accounts receivables
|
| | | | (13,135) | | | | | | 2,173 | | | | | | 2,026 | | |
Unbilled accounts receivable
|
| | | | (1,615) | | | | | | 2,402 | | | | | | (785) | | |
Prepaid expenses and other current assets
|
| | | | (1,355) | | | | | | (72) | | | | | | 851 | | |
Accounts payable
|
| | | | 2,097 | | | | | | (53) | | | | | | (82) | | |
Accrued expenses and other liabilities – Others
|
| | | | 6,215 | | | | | | (2,019) | | | | | | (3,212) | | |
Deferred revenue
|
| | | | 3,859 | | | | | | (1,439) | | | | | | (793) | | |
Other Liabilities
|
| | | | (470) | | | | | | 1,211 | | | | | | (1,423) | | |
Net cash generated (used in) from operating activities
|
| | | $ | (5,751) | | | | | $ | 3,688 | | | | | $ | 3,084 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of Property and equipment
|
| | | $ | (2,875) | | | | | $ | (775) | | | | | $ | (1,007) | | |
Purchase of Intangible assets
|
| | | | (268) | | | | | | (744) | | | | | | (847) | | |
Sale of Tangible Assets
|
| | | | 60 | | | | | | | | | | | | | | |
Acquisition of Agile Technologies, LLC assets, net of $158 cash acquired
|
| | | | — | | | | | | (2,842) | | | | | | | | |
Consideration paid on acquisition of Majesco Singapore
|
| | | | (276) | | | | | | | | | | | | | | |
(Purchase) of investments
|
| | | | (364) | | | | | | 2,755 | | | | | | (2,869) | | |
Payment to related party
|
| | | | — | | | | | | (5,907) | | | | | | | | |
Payment to Majesco as reorganization consideration
|
| | | | (3,520) | | | | | | — | | | | | | | | |
(Increase)/decrease in restricted cash
|
| | | | 48 | | | | | | (3) | | | | | | (208) | | |
Net cash used in investing activities
|
| | | $ | (7,195) | | | | | $ | (7,516) | | | | | $ | (4,931) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Payment of Capital lease obligation
|
| | | $ | (62) | | | | | $ | (29) | | | | | $ | (22) | | |
Receipt of Term loan
|
| | | | 43,340 | | | | | | 3,000 | | | | | | | | |
Repayment of Loan
|
| | | | (34,060) | | | | | | — | | | | | | | | |
Payment for buy back of Non-controlling Interest
|
| | | | — | | | | | | (5) | | | | | | | | |
Net cash provided by (used in) financing activities
|
| | | $ | 9,218 | | | | | $ | 2,966 | | | | | $ | (22) | | |
Effect of foreign exchange rate changes on cash and cash equivalents
|
| | | | (217) | | | | | | 108 | | | | | | (432) | | |
Net (Decrease)/Increase in cash and cash equivalents
|
| | | $ | (3,945) | | | | | $ | (754) | | | | | $ | (2,301) | | |
Cash and cash equivalents, beginning of the period
|
| | | | 6,262 | | | | | | 7,016 | | | | | | 9,317 | | |
Add: Cash acquired on business combination
|
| | | | 3,203 | | | | | | — | | | | | | — | | |
Cash and cash equivalents at end of the period
|
| | | $ | 5,520 | | | | | $ | 6,262 | | | | | $ | 7,016 | | |
Supplementary disclosure of non-cash items | | | | | | | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 510 | | | | | $ | 200 | | | | | $ | 64 | | |
Cash paid for income taxes (net of refunds received)
|
| | | | 1,257 | | | | | | 1,278 | | | | | | 2,238 | | |
Supplementary disclosure of non-cash items | | | | | | | | | | | | | | | | | | | |
Non-cash items – Assets acquired under Capital leases . . . . . . . . . . .
|
| | | $ | 40 | | | | | $ | 12 | | | | | $ | 11 | | |
|
Leasehold Improvements
|
| |
5 years or over the primary period of lease whichever is less
|
|
| Computers | | | 2 years | |
| Plant and Equipment | | | 2 – 5 years | |
| Furniture and Fixtures | | | 5 years | |
| Vehicles | | | 5 years | |
| Office Equipment | | | 2 – 5 years | |
| Non-compete agreements | | | 3 years | |
| Leasehold benefit | | |
Ascertainable life or primary period of lease whichever is less
|
|
| Internal-use Software | | | 1 – 5 years | |
|
Intellectual Property Rights
|
| | 1 – 5 years | |
| Customer Contracts | | | 1 – 3 years | |
| Customer Relationships | | | 6 – 8 years | |
| Technology | | | 6 years | |
| | |
As of March 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Assets | | | | | | | | | | | | | |
Level 2 | | | | | | | | | | | | | |
Derivative financial instruments (included in the following line items in the Combined balance sheet)
|
| | | | | | | | | | | | |
Other assets
|
| | | $ | — | | | | | $ | 28 | | |
Other liabilities
|
| | | | — | | | | | | (15) | | |
Prepaid expenses and other current assets
|
| | | | 180 | | | | | | 545 | | |
Accrued expenses and other liabilities
|
| | | | (4) | | | | | | (13) | | |
| | | | $ | 176 | | | | | $ | 545 | | |
Level 3 | | | | | | | | | | | | | |
Contingent consideration
|
| | | ||||||||||
Other liabilities
|
| | | $ | (229) | | | | | $ | (989) | | |
Accrued expenses and other liabilities
|
| | | | (364) | | | | | | (723) | | |
| | | | $ | (593) | | | | | $ | (1,712) | | |
Total | | | | $ | (417) | | | | | $ | (1,167) | | |
|
| | |
As of March 31,
|
| |||||||||||||||
| | |
2016
|
| |
2015
|
| |
2014
|
| |||||||||
Opening balance
|
| | | $ | (1,712) | | | | | $ | (628) | | | | | $ | (924) | | |
Additions
|
| | | | — | | | | | | (1,610) | | | | | | | | |
Total (Losses)/gains recognized in Statement of Operations
|
| | | | (344) | | | | | | 526 | | | | | | (52) | | |
Settlements
|
| | | | 1,463 | | | | | | — | | | | | | 348 | | |
Closing balance
|
| | | $ | (593) | | | | | $ | (1,712) | | | | | $ | (628) | | |
|
| | |
As of March 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Leasehold improvements
|
| | | $ | 389 | | | | | $ | 13 | | |
Computers
|
| | | | 5,202 | | | | | | 3,907 | | |
Plant and Equipment
|
| | | | 2,942 | | | | | | 2,878 | | |
Furniture and Fixtures
|
| | | | 2,423 | | | | | | 3,179 | | |
Vehicles
|
| | | | 215 | | | | | | 83 | | |
Office Equipment
|
| | | | 815 | | | | | | 618 | | |
Capital Work in Progress
|
| | | | 80 | | | | | | — | | |
Total | | | | $ | 12,066 | | | | | $ | 10,678 | | |
Less: Accumulated depreciation
|
| | | | (8,604) | | | | | | (9,505) | | |
Property and Equipment, net
|
| | | $ | 3,462 | | | | | $ | 1,173 | | |
|
| | |
Weighted
Average amortisation period (in years) |
| |
As of March 31, 2016
|
| |
As of March 31, 2015
|
| |||||||||||||||||||||||||||||||||
| | |
Gross
carrying amount |
| |
Accumulated
amortization |
| |
Net
carrying value |
| |
Gross
carrying amount |
| |
Accumulated
amortization |
| |
Net
carrying value |
| ||||||||||||||||||||||||
Customer contracts
|
| | | | 1 | | | | | $ | 2,950 | | | | | | (1,155) | | | | | | 1,795 | | | | | $ | 540 | | | | | | (133) | | | | | | 407 | | |
Customer relationships
|
| | | | 6 | | | | | | 6,720 | | | | | | (891) | | | | | | 5,829 | | | | | | 2,260 | | | | | | (93) | | | | | | 2,167 | | |
Leasehold benefit
|
| | | | 7 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,085 | | | | | | (1,085) | | | | | | — | | |
Intellectual Property Rights
|
| | | | 3 | | | | | | 2,251 | | | | | | (2,251) | | | | | | — | | | | | | 2,386 | | | | | | (2,068) | | | | | | 318 | | |
Technology
|
| | | | 6 | | | | | | 3,110 | | | | | | (394) | | | | | | 2,716 | | | | | | — | | | | | | — | | | | | | — | | |
Software
|
| | | | 3 | | | | | | 3,272 | | | | | | (3,129) | | | | | | 143 | | | | | | 3,167 | | | | | | (2,625) | | | | | | 542 | | |
Total | | | | | 4 | | | | | | 18,303 | | | | | | (7,820) | | | | | | 10,483 | | | | | | 9,438 | | | | | | (6,004) | | | | | | 3,434 | | |
|
Year ended March 31,
|
| |
Future
Amortization |
| |||
2017
|
| | | $ | 2,484 | | |
2018
|
| | | | 2,266 | | |
2019
|
| | | | 1,641 | | |
2020
|
| | | | 1,457 | | |
2021
|
| | | | 1,358 | | |
Thereafter
|
| | | | 1,277 | | |
Total | | | | $ | 10,483 | | |
|
| | |
As of March 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Customers (trade)
|
| | | $ | 22,930 | | | | | $ | 8,322 | | |
Less: Allowance for doubtful receivables
|
| | | | (427) | | | | | | (564) | | |
Accounts receivables
|
| | | $ | 22,503 | | | | | $ | 7,758 | | |
|
| | |
As of March 31,
|
| |||||||||||||||
| | |
2016
|
| |
2015
|
| |
2014
|
| |||||||||
Opening balance
|
| | | $ | 564 | | | | | $ | 298 | | | | | $ | 314 | | |
Current period provision
|
| | | | 519 | | | | | | 450 | | | | | | 61 | | |
Reversals during current period
|
| | | | (668) | | | | | | (110) | | | | | | (70) | | |
Foreign currency translation adjustments
|
| | | | 12 | | | | | | (74) | | | | | | (7) | | |
Closing balance
|
| | | $ | 427 | | | | | $ | 564 | | | | | $ | 298 | | |
|
| | |
As of March 31
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Prepaid expenses
|
| | | $ | 2,020 | | | | | $ | 636 | | |
Advance for expenses
|
| | | | 715 | | | | | | 459 | | |
Loans and advance to employees
|
| | | | 83 | | | | | | 73 | | |
Derivative financial instruments
|
| | | | 180 | | | | | | 545 | | |
Advance tax
|
| | | | 1,122 | | | | | | 1,067 | | |
Rent Deposits
|
| | | | 1,191 | | | | | | — | | |
Service tax
|
| | | | 566 | | | | | | — | | |
Other advances and receivables
|
| | | | 318 | | | | | | 131 | | |
Total | | | | $ | 6,195 | | | | | $ | 2,911 | | |
|
Year ended March 31,
|
| |
Amount
|
| |||
2017
|
| | | | 171 | | |
2018
|
| | | | 116 | | |
2019
|
| | | | 8 | | |
2020
|
| | | | 7 | | |
Total minimum lease payments
|
| | | $ | 302 | | |
Less: Interest portion
|
| | | | 23 | | |
Present value of net minimum capital leases payments
|
| | | $ | 279 | | |
|
Date of loan
|
| |
Repayable on
|
| |
Outstanding as of
March 31, 2016 |
| |
Rate of interest
(Libor + 1.5%) |
| ||||||
January 27, 2016
|
| |
April 26, 2016
|
| | | $ | 731 | | | | | | 2.12% | | |
February 9, 2016
|
| |
May 9, 2016
|
| | | | 500 | | | | | | 2.12% | | |
February 16, 2016
|
| |
May 16, 2016
|
| | | | 500 | | | | | | 2.12% | | |
February 24, 2016
|
| |
May 16, 2016
|
| | | | 850 | | | | | | 2.13% | | |
March 29, 2016
|
| |
June 27, 2016
|
| | | | 2,070 | | | | | | 2.13% | | |
Total
|
| | | | | | $ | 4,651 | | | | | | | | |
|
| | |
As of March 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Accrued expenses
|
| | | $ | 4,719 | | | | | $ | 2,465 | | |
Payable to related parties as reorganization consideration
|
| | | | — | | | | | | 3,520 | | |
Statutory payments
|
| | | | 780 | | | | | | 236 | | |
Provision for taxation
|
| | | | 1,214 | | | | | | 890 | | |
Leave encashment
|
| | | | 1,954 | | | | | | 1,054 | | |
Derivative financial instruments
|
| | | | 4 | | | | | | 15 | | |
Employee benefits
|
| | | | 7,972 | | | | | | 3,861 | | |
Others
|
| | | | 58 | | | | | | 218 | | |
Accrued expenses and other liabilities
|
| | | $ | 16,701 | | | | | $ | 12,259 | | |
|
| | |
Asset
|
| |
Liability
|
| ||||||||||||||||||
| | |
Noncurrent*
|
| |
Current*
|
| |
Noncurrent*
|
| |
Current*
|
| ||||||||||||
As of March 31, 2016 | | | | | | | | | | | | | | | | | | | | | | | | | |
Designated as hedging instruments under Cash Flow Hedges | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange forward contracts
|
| | | $ | 0 | | | | | $ | 180 | | | | | $ | 0 | | | | | $ | 4 | | |
Total | | | | $ | 0 | | | | | $ | 180 | | | | | $ | 0 | | | | | $ | 4 | | |
As of March 31, 2015 | | | | | | | | | | | | | | | | | | | | | | | | | |
Designated as hedging instruments under Cash Flow Hedges | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange forward contracts
|
| | | $ | 28 | | | | | $ | 545 | | | | | $ | 13 | | | | | $ | 15 | | |
Total | | | | $ | 28 | | | | | $ | 545 | | | | | $ | 13 | | | | | $ | 15 | | |
|
| | |
Amount of
Gain/(Loss) recognized in AOCI (effective portion) |
| |
Amount of
Gain/(Loss) reclassified from AOCI to Statement of Operations (Revenue) |
| ||||||
For the year ended March 31, 2016 | | | | ||||||||||
Foreign exchange forward contracts
|
| | | $ | (167) | | | | | $ | (202) | | |
Total | | | | $ | (167) | | | | | $ | (202) | | |
For the year ended March 31, 2015 | | | | ||||||||||
Foreign exchange forward contracts
|
| | | $ | 633 | | | | | $ | 543 | | |
Total | | | | $ | 633 | | | | | $ | 543 | | |
For the year ended March 31, 2014 | | | | | | | | | | | | | |
Foreign exchange forward contracts
|
| | | $ | (17) | | | | | $ | (378) | | |
Foreign exchange par forward contracts
|
| | | $ | (825) | | | | | $ | (1,793) | | |
Total | | | | $ | (842) | | | | | $ | (2,171) | | |
|
| | |
Derivative
instruments not designated as hedges |
| |
Derivative
instruments designated as hedges (ineffective portion) |
| ||||||
For the year ended March 31, 2016 | | | | ||||||||||
Foreign exchange forward contracts
|
| | | $ | — | | | | | $ | — | | |
Foreign exchange par forward contracts
|
| | | | — | | | | | | — | | |
Total | | | | $ | — | | | | | $ | — | | |
For the year ended March 31, 2015 | | | | ||||||||||
Foreign exchange forward contracts
|
| | | $ | — | | | | | $ | — | | |
Foreign exchange par forward contracts
|
| | | | — | | | | | | — | | |
Total | | | | $ | — | | | | | $ | — | | |
For the year ended March 31, 2014 | | | | ||||||||||
Foreign exchange forward contracts
|
| | | $ | 7 | | | | | $ | — | | |
Foreign exchange par forward contracts
|
| | | | — | | | | | | (21) | | |
Total | | | | $ | 7 | | | | | $ | (21) | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
Group’s Total Contributions to plan
|
| | | $ | 2,957 | | | | | $ | 1,420 | | | | | $ | 701 | | |
| | | | $ | 2,957 | | | | | $ | 1,420 | | | | | $ | 701 | | |
|
| | |
As of March 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Total plan assets
|
| | | $ | 3,000 | | | | | $ | 6,054 | | |
Actuarial present value of accumulated plan benefits
|
| | | | 2,780 | | | | | | 5,591 | | |
Total contributions received by the plan from all employers (for the period ended)
|
| | | | 126 | | | | | | 2,648 | | |
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Before
tax |
| |
Tax
effect |
| |
Net of
Tax |
| |
Before
tax |
| |
Tax
effect |
| |
Net of
Tax |
| |
Before
tax |
| |
Tax
effect |
| |
Net of
Tax |
| |||||||||||||||||||||||||||
Other comprehensive income | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Opening balance
|
| | | $ | 1,884 | | | | | | — | | | | | | 1,884 | | | | | $ | 2,209 | | | | | | — | | | | | | 2,209 | | | | | $ | 2,223 | | | | | | — | | | | | | 2,223 | | |
Change in foreign currency translation adjustments
|
| | | | (1,662) | | | | | | — | | | | | | (1,662) | | | | | | (325) | | | | | | — | | | | | | (325) | | | | | | (14) | | | | | | — | | | | | | (14) | | |
Closing balance
|
| | | $ | 222 | | | | | | — | | | | | | 222 | | | | | $ | 1,884 | | | | | | — | | | | | | 1,884 | | | | | $ | 2,209 | | | | | | — | | | | | | 2,209 | | |
Unrealized gains/(losses) on cash flow hedges | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Opening balance
|
| | | $ | 545 | | | | | | (185) | | | | | | 360 | | | | | $ | 455 | | | | | | (155) | | | | | | 300 | | | | | $ | (874) | | | | | | 297 | | | | | | (577) | | |
Unrealized gains/(losses) on cash flow hedges
|
| | | | (167) | | | | | | 57 | | | | | | (110) | | | | | | 633 | | | | | | (215) | | | | | | 418 | | | | | | (842) | | | | | | 286 | | | | | | (556) | | |
Reclassified to Statement of Operations
|
| | | | (202) | | | | | | 69 | | | | | | (133) | | | | | | (543) | | | | | | 185 | | | | | | (358) | | | | | | 2,171 | | | | | | (738) | | | | | | 1,433 | | |
Net change
|
| | | $ | (369) | | | | | | 126 | | | | | | (243) | | | | | $ | 90 | | | | | | (30) | | | | | | 60 | | | | | $ | 1,329 | | | | | | (452) | | | | | | 877 | | |
Closing balance
|
| | | $ | 176 | | | | | | (59) | | | | | | 117 | | | | | $ | 545 | | | | | | (185) | | | | | | 360 | | | | | $ | 455 | | | | | | (155) | | | | | | 300 | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
United States
|
| | | $ | 19,189 | | | | | $ | (3,351) | | | | | $ | 2,954 | | |
Foreign
|
| | | | (23,938) | | | | | | 2,559 | | | | | | 1.859 | | |
(Loss) / Income before provision for income taxes
|
| | | $ | (4,749) | | | | | $ | (792) | | | | | $ | 4,813 | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
Current: | | | | | |||||||||||||||
U.S. Federal and state
|
| | | $ | 753 | | | | | $ | 142 | | | | | $ | 995 | | |
Foreign
|
| | | | 238 | | | | | | 1,004 | | | | | | 189 | | |
Total current
|
| | | $ | 991 | | | | | $ | 1,146 | | | | | $ | 1,184 | | |
Prior Period – Current Tax: | | | | | |||||||||||||||
U.S. Federal and state
|
| | | $ | 49 | | | | | $ | (410) | | | | | $ | (39) | | |
Total Prior Period – Current Tax
|
| | | $ | 49 | | | | | $ | (410) | | | | | $ | (39) | | |
Deferred: | | | | | |||||||||||||||
U.S. Federal and state
|
| | | $ | (2,052) | | | | | $ | (1,326) | | | | | $ | 350 | | |
Foreign
|
| | | | (175) | | | | | | 449 | | | | | | 398 | | |
Total deferred
|
| | | $ | (2,227) | | | | | $ | (877) | | | | | $ | 748 | | |
Provision for income taxes recognized in Statement of Operations
|
| | | $ | (1,187) | | | | | $ | (141) | | | | | $ | 1,893 | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
Net (loss) / income before taxes
|
| | | | (4,749) | | | | | | (792) | | | | | | 4,813 | | |
Computed tax expense
|
| | | | (1,866) | | | | | | (311) | | | | | | 1,891 | | |
Non-deductible expenses | | | | | | | | | | | | | | | | | | | |
– Stock based compensation & Meals & Entertainment
|
| | | | 367 | | | | | | 97 | | | | | | 126 | | |
– Others
|
| | | | 97 | | | | | | 103 | | | | | | 164 | | |
Valuation allowance
|
| | | | — | | | | | | 302 | | | | | | (5) | | |
Tax charge/(credit) of earlier year assessed in current year
|
| | | | 330 | | | | | | (172) | | | | | | 159 | | |
Net tax credit on R&D and Sec 199 deduction
|
| | | | (169) | | | | | | (238) | | | | | | (197) | | |
Difference arising from different tax jurisdiction
|
| | | | (127) | | | | | | 90 | | | | | | (141) | | |
Others
|
| | | | 181 | | | | | | (12) | | | | | | (104) | | |
Total taxes recognized in Statement of Operations
|
| | | | (1,187) | | | | | | (141) | | | | | | 1,893 | | |
|
| | |
As of March 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Deferred tax assets / (liability): | | | | ||||||||||
Employee benefits
|
| | | | 1,278 | | | | | | 908 | | |
Property and equipment
|
| | | | 52 | | | | | | 743 | | |
Goodwill
|
| | | | 550 | | | | | | 1,188 | | |
Allowance for impairment of accounts receivables
|
| | | | 76 | | | | | | 55 | | |
Carry forwarded income tax losses
|
| | | | 6,190 | | | | | | 2,582 | | |
Tax credit for R&D expenses
|
| | | | 645 | | | | | | 169 | | |
Derivative financial instruments
|
| | | | (60) | | | | | | (185) | | |
Others
|
| | | | (1,835) | | | | | | — | | |
Gross deferred tax assets
|
| | | | 6,896 | | | | | | 5,460 | | |
Less: Valuation allowance
|
| | | | (1,463) | | | | | | (1,110) | | |
Net deferred tax assets
|
| | | | 5,433 | | | | | | 4,350 | | |
Current portion of deferred tax assets
|
| | | | 1,847 | | | | | | 2,168 | | |
Non-current portion of deferred tax assets
|
| | | | 3,586 | | | | | | 2,182 | | |
| | |
As of March 31,
|
| |||||||||||||||
| | |
2016
|
| |
2015
|
| |
2014
|
| |||||||||
Opening balance
|
| | | $ | 310 | | | | | $ | 172 | | | | | $ | 80 | | |
Increase in unrecognized tax benefits – due to tax
|
| | | | |||||||||||||||
Positions taken in current period for prior periods
|
| | | | 131 | | | | | | 138 | | | | | | 92 | | |
Closing balance
|
| | | $ | 441 | | | | | $ | 310 | | | | | $ | 172 | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||||||||||||||||||||
Particulars
|
| |
Number
of options |
| |
Weighted
Average Exercise Price* |
| |
Number
of options |
| |
Weighted
Average Exercise Price* |
| |
Number
of options |
| |
Weighted
Average Exercise Price* |
| ||||||||||||||||||
Outstanding at the beginning of the year
|
| | | | 1,599,015 | | | | | $ | 1.45 | | | | | | 1,337,775 | | | | | $ | 2.85 | | | | | | 858,623 | | | | | $ | 3.23 | | |
Granted during the year
|
| | | | 825,000 | | | | | | 5.82 | | | | | | 848,389 | | | | | | 2.37 | | | | | | 563,750 | | | | | | 2.31 | | |
Forfeited during the year
|
| | | | (147,982) | | | | | | 2.99 | | | | | | (546,805) | | | | | | 2.94 | | | | | | (82,598) | | | | | | 3.43 | | |
Expired during the year
|
| | | | (19,514) | | | | | | 3.37 | | | | | | (300) | | | | | | 5.07 | | | | | | (2,000) | | | | | | 5.87 | | |
Exercised during the year
|
| | | | (130,522) | | | | | | 1.75 | | | | | | (143,294) | | | | | | 2.08 | | | | | | — | | | | | | — | | |
Transfer adjustments
|
| | | | (110,596) | | | | | | 1.14 | | | | | | 103,250 | | | | | | 2.27 | | | | | | — | | | | | | — | | |
Outstanding at the end of the year
|
| | | | 2,015,401 | | | | | $ | 3.23 | | | | | | 1,599,015 | | | | | $ | 1.45 | | | | | | 1,337,775 | | | | | | 2.85 | | |
Exercisable at the end of the year
|
| | | | 560,417 | | | | | $ | 1.51 | | | | | | 503,156 | | | | | $ | 2.33 | | | | | | 422,387 | | | | | | 4.00 | | |
| | |
As of March 31,
|
| ||||||
Variables (range)
|
| |
2016
|
| |
2015
|
| |
2014
|
|
Expected term of share options
|
| |
6 Years
|
| |
6 Years
|
| |
6 Years
|
|
Risk-free interest rates
|
| |
7.61%
|
| |
8.70%
|
| |
7.90%
|
|
Expected volatility
|
| |
49.17%
|
| |
47.77%
|
| |
48.94%
|
|
Expected dividend yield
|
| |
0%
|
| |
2.56%
|
| |
2.91%
|
|
Exercise Price Range*
|
| |
Number of
shares arising out of options |
| |
Wtd. Avg.
Exercise Price* |
| |
Wtd. Avg.
remaining contractual life |
| |||||||||
$0.1 – $3
|
| | | | 1,177,939 | | | | | | 1.43 | | | | | | 8.31 | | |
$3.1 – $6
|
| | | | 668,462 | | | | | | 5.06 | | | | | | 10.24 | | |
$6.1 – $7
|
| | | | 169,000 | | | | | | 8.59 | | | | | | 10.85 | | |
Total | | | | | 2,015,401 | | | | | | 3.23 | | | | | | 9.17 | | |
|
Exercise Price Range*
|
| |
Number of
shares arising out of options |
| |
Wtd. Avg.
Exercise Price* |
| |
Wtd. Avg.
remaining contractual life |
| |||||||||
$0.1 – $3
|
| | | | 547,955 | | | | | | 1.48 | | | | | | 7.08 | | |
$3.1 – $6
|
| | | | 12,462 | | | | | | 3.01 | | | | | | 2.58 | | |
$6.1 – $7
|
| | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 560,417 | | | | | | 1.51 | | | | | | 6.98 | | |
|
| | |
2016
|
|
Expected volatility
|
| |
41% – 50%
|
|
Weighted-average volatility
|
| |
41%
|
|
Expected dividends
|
| |
0
|
|
Expected term (in years)
|
| |
3 – 5 Years
|
|
Risk-free interest rate
|
| |
.46
|
|
| | |
Shares
|
| |
Exercise
Price Per Share |
| |
Weighted-Average
Remaining Contractual Life |
| |
Weighted-Average
Exercise Price |
| ||||||||||||
Balance, April 1, 2015
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 Years | | | | | $ | 0 | | |
Granted
|
| | | | 2,279,882 | | | | | | 4.81 – 7.72 | | | | | | 9.07 Years | | | | | | 5.24 | | |
Canceled
|
| | | | (100,497) | | | | | | 4.81 – 6.93 | | | | | | | | | | | | 4.95 | | |
Balance, March 31, 2016
|
| | | | 2,179,385 | | | | | $ | 4.81 – 7.72 | | | | | | 9.07 Years | | | | | $ | 5.25 | | |
| | |
Number
Granted |
| |
Weighted-Average
Exercise Price |
| |
Weighted-Average
Fair Value |
| |||||||||
Exercise Price at Stock Price
|
| | | | 2,279,882 | | | | | $ | 5.24 | | | | | $ | 2.06 | | |
|
| | |
Number of
Exercisable Options |
| |
Weighted-Average
Exercise Price |
| ||||||
March 31, 2016
|
| | | | 163,390 | | | | | $ | 7.63 | | |
| | |
Outstanding Stock Options
|
| |
Exercisable
Stock Options |
| |||||||||||||||||||||||||||
Range of
Exercise Prices |
| |
Shares
|
| |
Weighted-Average
Remaining Contractual Life |
| |
Weighted-Average
Exercise Price |
| |
Shares
|
| |
Weighted-Average
Exercise Price |
| | |||||||||||||||||
$4.81 – $6.20
|
| | | | 2,015,995 | | | | | | 9.3 Years | | | | | $ | 5.06 | | | | | | 0 | | | | | $ | 0 | | | | ||
$7.53 – $7.72
|
| | | | 163,390 | | | | | | 5.9 Years | | | | | $ | 7.63 | | | | | | 163,390 | | | | | $ | 7.63 | | | |
| | |
Outstanding
and Exercisable Warrants |
| |
Exercise
Price Per Warrant |
| |
Weighted-Average
Remaining Contractual Life |
| |
Weighted-Average
Exercise Price |
| ||||||||||||
Balance, April 1, 2015
|
| | | | — | | | | | | | | | | | | | | | | | | — | | |
Granted
|
| | | | 334.064 | | | | | | 6.84 – 7.00 | | | | | | 1.7 | | | | | | 6.85 | | |
Balance, March 31, 2016
|
| | | | 334,064 | | | | | | | | | | | | | | | | | $ | 6.85 | | |
|
| | |
Number of
Exercisable Warrants |
| |
Weighted-Average
Exercise Price |
| ||||||
March 31, 2016
|
| | | | 309,064 | | | | | $ | 6.84 | | |
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
Cost of revenue
|
| | | $ | 148 | | | | | $ | 41 | | | | | $ | 50 | | |
Research and development expenses
|
| | | | 83 | | | | | | 8 | | | | | | 24 | | |
Selling, general and administrative expenses
|
| | | | 517 | | | | | | 199 | | | | | | 247 | | |
Total | | | | $ | 748 | | | | | $ | 248 | | | | | $ | 321 | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
(Loss) on derivative instruments not designated as hedges and ineffective portion of derivative instruments designated as hedges
|
| | | $ | — | | | | | $ | --- | | | | | $ | (14) | | |
Foreign exchange gain
|
| | | | 122 | | | | | | 187 | | | | | | 271 | | |
Others
|
| | | | 167 | | | | | | 994 | | | | | | 289 | | |
Other income/(expenses)
|
| | | $ | 289 | | | | | $ | 1,181 | | | | | $ | 546 | | |
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
Net income/(Loss)
|
| | | $ | (3,562) | | | | | $ | (651) | | | | | $ | 2,904 | | |
Basic weighted average outstanding equity shares
|
| | | | 35,055,000 | | | | | | 30,575,000 | | | | | | 30,575,000 | | |
Adjustment for dilutive potential common stock | | | | | |||||||||||||||
Options under Majesco 2015 Equity Plan | | | | | |||||||||||||||
Dilutive weighted average outstanding equity
shares |
| | | | 35,055,000 | | | | | | 30,575,000 | | | | | | 30,575,000 | | |
Earnings per share | | | | | |||||||||||||||
Basic
|
| | | $ | (0.10) | | | | | $ | (0.02) | | | | | $ | 0.10 | | |
Diluted
|
| | | | (0.10) | | | | | | (0.02) | | | | | | 0.10 | | |
| | |
As of
March 31, 2016 |
| |
As of
March 31, 2015 |
| ||||||
Reorganization consideration payable to Majesco Limited for MSSIPL business
|
| | | | — | | | | | $ | 3,520 | | |
Reimbursable expenses payable to Majesco Limited
|
| | | | 927 | | | | | | | | |
| | | | | 927 | | | | | $ | 3,520 | | |
|
| | |
As of
March 31, 2016 |
| |
As of
March 31, 2015 |
| ||||||
Security deposits paid to Majesco Limited by MSSIPL for use of Mahape premises
|
| | | $ | 634 | | | | | | — | | |
Security deposits paid to Mastek Ltd. by MSSIPL for use of Pune
premises |
| | | $ | 163 | | | | | | — | | |
Security deposits paid to Mastek Ltd. by MSSIPL for use of Ahmedabad premises
|
| | | $ | 1 | | | | | | — | | |
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||
USA
|
| | | $ | 98,209 | | | | | $ | 62,084 | | | | | $ | 63,328 | | |
UK
|
| | | | 8,935 | | | | | | 6,828 | | | | | | 8,684 | | |
Canada
|
| | | | 2,175 | | | | | | 3,209 | | | | | | 5,715 | | |
Malaysia
|
| | | | 3,672 | | | | | | 5,347 | | | | | | 3,511 | | |
Thailand
|
| | | | 0 | | | | | | 448 | | | | | | 900 | | |
Singapore
|
| | | | 73 | | | | | | 0 | | | | | | 0 | | |
India
|
| | | | 238 | | | | | | 700 | | | | | | 213 | | |
Others
|
| | | | 0 | | | | | | 666 | | | | | | 486 | | |
| | | | $ | 113,302 | | | | | $ | 79,282 | | | | | $ | 82,837 | | |
|
| | |
As of March 31,
|
| ||||||||||||
| | |
2016
|
| |
2015
|
| | ||||||||
USA
|
| | | $ | 1,668 | | | | | $ | 474 | | | | ||
India
|
| | | | 1,788 | | | | | | 698 | | | | ||
United Kingdom
|
| | | | 5 | | | | | | 0 | | | | ||
Malaysia
|
| | | | 1 | | | | | | 0 | | | | ||
Canada
|
| | | | 0 | | | | | | 1 | | | | ||
| | | | $ | 3,462 | | | | | $ | 1,173 | | | | ||
|
| | |
Year ended
March 31, 2016 |
| |
Year ended
March 31, 2015 |
| |
Year ended
March 31, 2014 |
| |||||||||||||||||||||||||||
| | |
Amount
|
| |
% of
combined revenue |
| |
Amount
|
| |
% of
combined revenue |
| |
Amount
|
| |
% of
combined revenue |
| ||||||||||||||||||
Customer A | | | | | | | | ||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 11,540 | | | | | | 10.2% | | | | | $ | 6,884 | | | | | | 8.7% | | | | | $ | 16,386 | | | | | | 19.8% | | |
Accounts receivables and unbilled accounts receivable
|
| | | $ | 4,295 | | | | | | 14.4% | | | | | $ | 41 | | | | | | 0.3% | | | | | $ | 1,873 | | | | | | 10.9% | | |
Customer B | | | | | | | | ||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 6,166 | | | | | | 5.4% | | | | | $ | 5,903 | | | | | | 7.4% | | | | | $ | 4,769 | | | | | | 5.8% | | |
Accounts receivables and unbilled accounts receivable
|
| | | $ | 923 | | | | | | 3.1% | | | | | $ | 378 | | | | | | 2.8% | | | | | $ | 428 | | | | | | 2.5% | | |
Year ended March 31,
|
| |
Amount
|
| |||
2017
|
| | | $ | 2,974 | | |
2018
|
| | | | 2,793 | | |
2019
|
| | | | 2,751 | | |
2020
|
| | | | 2,790 | | |
2021
|
| | | | 695 | | |
Beyond 5 years
|
| | | | 990 | | |
Total minimum lease payments
|
| | | $ | 12,993 | | |
|
|
Common stock
|
| | | $ | 12 | | |
|
Additional paid-in capital
|
| | | | 29,708 | | |
|
Total consideration
|
| | | $ | 29,720 | | |
|
| | |
Amount
|
| |||
Cash
|
| | | $ | 2,990 | | |
Accounts receivable
|
| | | | 1,592 | | |
Prepaid expenses and other current assets
|
| | | | 629 | | |
Property, plant and equipment
|
| | | | 454 | | |
Other assets
|
| | | | 148 | | |
Customer contracts
|
| | | | 2,410 | | |
Customer relationships
|
| | | | 4,460 | | |
Technology
|
| | | | 3,110 | | |
Defer tax asset on NOL
|
| | | | 459 | | |
Accounts payable
|
| | | | (1,120) | | |
Accrued expenses
|
| | | | (623) | | |
Deferred revenue
|
| | | | (2,515) | | |
Capital lease liability
|
| | | | (294) | | |
Total fair value of assets acquired
|
| | | | 11,700 | | |
Fair value of consideration paid
|
| | | | 29,720 | | |
Goodwill | | | | $ | 18,020 | | |
|
| | |
Amount
|
| |||
Cash
|
| | | $ | 212 | | |
Accounts receivable
|
| | | | 18 | | |
Other assets
|
| | | | 1 | | |
Accrued expenses
|
| | | | (14) | | |
Total fair value of assets acquired
|
| | | | 217 | | |
Fair value of consideration paid
|
| | | | 276 | | |
Goodwill | | | | $ | 59 | | |
|
| | |
As of
March 31, 2016 |
| |
As of
March 31, 2015 |
| ||||||
Opening value
|
| | | $ | 14,196 | | | | | | 11,676 | | |
Addition of goodwill related to acquisition
|
| | | | 18,079 | | | | | | 2,520 | | |
Closing value
|
| | | $ | 32,275 | | | | | | 14,196 | | |
|
| | |
Weighted average
amortization period (in years) |
| |
Amount
assigned |
| |
Residual
value |
| |||||||||
Customer contracts
|
| | | | 3 | | | | | $ | 2,410 | | | | | | — | | |
Customer relationships
|
| | | | 8 | | | | | | 4,460 | | | | | | — | | |
Technology
|
| | | | 6 | | | | | | 3,110 | | | | | | — | | |
Total
|
| | | | 6 | | | | | $ | 9,980 | | | | | | — | | |
|
| | |
Unaudited
Pro forma year ended March 31, 2016 |
| |
Unaudited
Pro forma year ended March 31, 2015 |
| ||||||
Revenue
|
| | | | 118,475 | | | | | | 86,262 | | |
Earnings/(loss)
|
| | | | (3,360) | | | | | | (748) | | |
| | |
(Unaudited) Quarter ended
|
| |||||||||||||||||||||
| | |
June 30, 2015
|
| |
September 30, 2015
|
| |
December 31, 2015
|
| |
March 31, 2016
|
| ||||||||||||
Revenue
|
| | | | 23,163 | | | | | | 28,208 | | | | | | 29,625 | | | | | | 32,306 | | |
Income from operations
|
| | | | 91 | | | | | | (1,540) | | | | | | (2,288) | | | | | | (729) | | |
Net Income
|
| | | | 82 | | | | | | (976) | | | | | | (1,130) | | | | | | (1,538) | | |
Net income/(loss) attributable to Owners of
the Company |
| | | | 82 | | | | | | (976) | | | | | | (1,130) | | | | | | (1,538) | | |
Basic EPS
|
| | | | (0.00) | | | | | | (0.03) | | | | | | (0.03) | | | | | | (0.04) | | |
Diluted EPS
|
| | | | (0.00) | | | | | | (0.03) | | | | | | (0.03) | | | | | | (0.04) | | |
| | |
(Unaudited) Quarter ended
|
| |||||||||||||||||||||
| | |
June 30, 2014
|
| |
September 30, 2014
|
| |
December 31, 2014
|
| |
March 31, 2015
|
| ||||||||||||
Revenue
|
| | | | 16,882 | | | | | | 19,074 | | | | | | 21,610 | | | | | | 21,716 | | |
Income from operations
|
| | | | (2,295) | | | | | | (290) | | | | | | 1,510 | | | | | | (883) | | |
Net Income
|
| | | | (862) | | | | | | (223) | | | | | | 1,369 | | | | | | (935) | | |
Net income/(loss) attributable to Owners of
the Company |
| | | | (874) | | | | | | (223) | | | | | | 1,366 | | | | | | (935) | | |
Basic EPS
|
| | | | (0.03) | | | | | | (0.01) | | | | | | 0.05 | | | | | | (0.03) | | |
Diluted EPS
|
| | | | (0.03) | | | | | | (0.01) | | | | | | 0.05 | | | | | | (0.03) | | |