RMG Networks Holding Corp - FORM 10-Q

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EX-32.1 - RMG Networks Holding Corp	exh32_1.htm
EX-31.1 - RMG Networks Holding Corp	exh31_1.htm
EX-31.2 - RMG Networks Holding Corp	exh31_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2015


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

For the transition period from to

Commission File Number 000-51644

RMG Networks Holding Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

27-4452594

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

15301 Dallas Parkway

Suite 500

Addison, Texas 75001

(800) 827-9666

(Address including zip code, and telephone number, including area code, of principal executive offices)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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


Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 16, 2015, 36,882,041 shares of common stock, par value $0.0001 per share, of the registrant were outstanding.

TABLE OF CONTENTS


		Page
	PART I — FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014	3
	Unaudited Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2015 and 2014	4
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	5
	Unaudited Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5.	Other Information
Item 6.	Exhibits	30

SIGNATURES		31

PART I

Item 1. Consolidated Financial Statements

RMG Networks Holding Corporation

Consolidated Balance Sheets

September 30, 2015 and December 31, 2014

(In thousands, except share and per share information)


	September 30, 2015		December 31, 2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	5,714	$	3,077
Accounts receivable, net of allowance for doubtful accounts of $653 and $234, respectively		8,236		13,061
Inventory, net		1,204		1,461
Deferred tax assets		-		7
Prepaid assets		1,202		1,175
Current assets of discontinued operations		-		2,811
Total current assets		16,356		21,592
Property and equipment, net		4,693		5,230
Property and equipment of discontinued operations, net		-		456
Intangible assets, net		9,541		11,519
Loan origination fees		-		743
Non-current deferred tax assets		32		-
Other assets		224		177
Other assets of discontinued operations		-		73
Total assets	$	30,846	$	39,790
Liabilities and Stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	1,979	$	4,349
Accrued liabilities		5,407		3,456
Loss on long-term contract		1,752		2,649
Deferred revenue		6,912		7,492
Liabilities of discontinued operations		-		5,146
Total current liabilities		16,050		23,092
Notes payable – non-current		-		14,000
Warrant liability		145		1,447
Deferred revenue – non-current		1,448		1,478
Loss on long-term contract - non-current		92		1,036
Deferred rent and other		2,103		2,283
Non-current liabilities of discontinued operations		-		342
Total liabilities		19,838		43,678
Stockholders’ equity (deficit):
Common stock, $.0001 par value, (250,000,000 shares authorized; 37,182,041 and 12,467,756 shares issued; 36,882,041 and 12,167,756 shares outstanding, at September 30, 2015 and December 31, 2014, respectively.)		4		1
Additional paid-in capital		107,870		82,090
Accumulated comprehensive income (loss)		(59)		6
Retained earnings (accumulated deficit)		(96,327)		(85,505)
Treasury Stock, at cost (300,000 shares)		(480)		(480)
Total stockholders’ equity (deficit)		11,008		(3,888)
Total liabilities and stockholders’ equity (deficit)	$	30,846	$	39,790

See accompanying notes to consolidated financial statements.

RMG Networks Holding Corporation

Consolidated Statements of Comprehensive Loss

For the Three and Nine Months Ended September 30, 2015 and September 30, 2014

(In thousands, except share and per share information)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue:
Products	$	4,442	$	4,161	$	11,578	$	9,474
Maintenance and content services		3,655		4,140		11,048		12,045
Professional services		2,097		1,696		6,217		5,648
Total Revenue		10,194		9,997		28,843		27,167
Cost of Revenue:
Products		2,798		2,840		6,853		7,153
Maintenance and content services		594		694		1,737		2,210
Professional services		1,372		1,309		4,245		4,394
Loss (Gain) on long-term contract		-		(2,757)		(444)		1,373
Total Cost of Revenue		4,764		2,086		12,391		15,130
Gross Profit		5,430		7,911		16,452		12,037
Operating expenses:
Sales and marketing		2,191		2,741		6,896		9,729
General and administrative		3,876		2,842		12,994		12,264
Research and development		1,118		638		2,668		2,316
Acquisition expenses		-		378		-		378
Depreciation and amortization		863		1,152		2,881		3,505
Total operating expenses		8,048		7,751		25,439		28,192
Operating income (loss)		(2,618)		160		(8,987)		(16,155)
Other Income (Expense):
Gain on change in warrant liability		246		772		1,303		183
Interest (expense) and other income – net		(121)		(1,100)		(1,457)		(1,195)
Loss before income taxes and discontinued operations		(2,493)		(168)		(9,141)		(17,167)
Income tax expense (benefit)		29		(1,343)		29		(1,608)
Total income (loss) from continuing operations		(2,522)		1,175		(9,170)		(15,559)
Loss from discontinued operations, net of taxes		(1,019)		(18,738)		(3,994)		(30,463)
Gain on sale of discontinued operations, net of taxes		2,340		-		2,340		-
Net loss		(1,201)		(17,563)		(10,824)		(46,022)
Other comprehensive income (loss) -
Foreign currency translation adjustments		(140)		(200)		(65)		(98)
Total comprehensive loss	$	(1,341)	$	(17,763)	$	(10,889)	$	(46,120)
Net income (loss) per share of Common Stock (basic and diluted):
Continuing operations	$	(0.07)	$	0.10	$	(0.37)	$	(1.28)
Discontinued operations		0.04		(1.54)		(0.07)		(2.51)
Net income (loss) per share of Common Stock (basic and diluted):		(0.03)		(1.45)		(0.43)		(3.79)
Weighted average shares used in computing basic and diluted net income (loss) per share of Common Stock		36,882,041		12,132,973		24,932,277		12,151,630

See accompanying notes to consolidated financial statements.

RMG Networks Holding Corporation

Consolidated Statements of Cash Flows (Inclusive of Discontinued Operations)

For the Nine Months Ended September 30, 2015 and September 30, 2014

(In thousands)


	Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014
	(Unaudited)		(Unaudited)
Cash flows from operating activities
Net loss	$	(10,824)	$	(46,022)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,024		5,399
Gain on sale of discontinued operations		(2,340)		-
Gain on change in warrant liability		(1,303)		(183)
Impairment of intangible assets and goodwill		-		24,422
Impairment of fixed assets		160		-
Stock-based compensation		1,197		1,483
Non-cash treasury stock		-		(480)
Non-cash loan origination fees		742		171
Non-cash consulting expense		320		385
Non-cash directors’ fees		31		116
Allowance for doubtful accounts		460		-
Deferred tax (benefit)		7		(212)
Changes in operating assets and liabilities:
Accounts receivable		4,745		11,167
Inventory		249		1,713
Other current assets		88		31
Non-current deferred tax assets		(32)		-
Other assets, net		(293)		11
Accounts payable		(2,405)		(3,236)
Accrued liabilities		329		(94)
Deferred revenue		(579)		(2,181)
Loss (gain) on long-term contract		(1,840)		2,204
Deferred rent and other liabilities		(522)		514
Net cash used in operating activities		(8,786)		(4,792)

Cash flows from investing activities
Proceeds from sale of discontinued operations		1,190		-
Purchases of property and equipment		(356)		(2,300)
Net cash provided by (used) in investing activities		834		(2,300)

Cash flows from financing activities
Proceeds from long-term debt		1,000		4,000
Conversion of preferred to common stock		(41)		-
Issuance of preferred shares, net of issuance costs		9,627		-
Net cash provided by financing activities		10,586		4,000

Effect of exchange rate changes on cash		3		(98)
Net increase (decrease) in cash and cash equivalents		2,637		(3,190)
Cash and cash equivalents, beginning of period		3,077		8,236
Cash and cash equivalents, end of period	$	5,714	$	5,046

See accompanying notes to consolidated financial statements.

RMG Networks Holding Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

1. Organization and Summary of Significant Accounting Policies

Basis of Presentation for Interim Financial Statements

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and the notes required by GAAP for complete financial statements. The Balance Sheet and the Statements of Comprehensive Loss and Cash Flows for the year ended December 31, 2014 have been derived from the Company’s audited financial statements, but do not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed interim consolidated financial statements reflect all adjustments and disclosures necessary for a fair presentation of the results of the reported interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto. The interim results of operations are not necessarily indicative of the results to be expected for the full year. All amounts presented and discussed are in thousands, except share and per share data.

Inventory

Inventory consists primarily of software-embedded smart products, electronic components, computers and computer accessories. Inventories are stated at the lower of average cost or market. Write-offs of slow moving and obsolete inventories are provided based on historical experience and estimated future usage.

The composition of inventory at September 30, 2015 and December 31, 2014 was as follows:


	September 30, 2015		December 31, 2014
Finished Goods	$	701	$	1,015
Raw Materials		503		446
Total	$	1,204	$	1,461

Revenue Recognition

The Company recognizes revenue primarily from these sources:

Products

Maintenance and content services

Professional services

Advertising

Product revenue

The Company recognizes revenue on product sales generally upon delivery of the product or customer acceptance depending upon contractual arrangements with the customer. Shipping charges billed to customers are included in revenue and the related shipping costs are included in cost of revenue.

Maintenance and content services revenue

Maintenance support consists of software support and updates, hardware maintenance and repair. Software updates provide customers with rights to unspecified software product upgrades and maintenance releases and patches released during the term of the support period. Support includes access to technical support personnel for software and hardware issues. Content services consist of providing customers live and customized news feeds.

Maintenance and content services revenue is recognized ratably over the term of the contracts, which is typically one to three years. Maintenance and support is renewable by the customer when the agreement expires. Rates, including subsequent renewal rates, are typically established based upon specified rates as set forth in the arrangement. The Company’s hosting support agreement fees are based on the level of service provided to its customers, which can range from monitoring the health of a customer’s network to supporting a sophisticated web-portal.

Professional services revenue

Professional services consist primarily of installation and training services. Installation fees are recognized either on a fixed-fee basis or on a time-and-materials basis. For fixed-fee and time-and materials contracts, the Company recognizes revenue as services are performed. Such services are readily available from other vendors and are not considered essential to the functionality of the product. Training services are also not considered essential to the functionality of the product and have historically been insignificant; the fee allocable to training is recognized as revenue as the Company performs the services.

Advertising

The Airline Media Network (“Media”) was classified as discontinued operations and on July 1, 2015 was sold. See Footnote 5, Discontinued Operations for further detail.

This segment sold advertising through agencies and directly to a variety of customers under contracts ranging from one month to one year. Contracts usually specified the network placement, the expected number of impressions (determined by passenger or visitor counts) and the cost per thousand impressions (“CPM”) over the contract period to arrive at a contract amount. The Company billed for these advertising services as requested by the customer, generally on a monthly basis following delivery of the contracted number of impressions for the particular ad insertion. Revenue was recognized at the end of the month in which fulfillment of the advertising order occurred. Although the Company typically presented invoices to an advertising agency, collection was reasonably assured based upon the customer placing the order.

Payments to airline and other partners for revenue sharing were paid either under a minimum annual guarantee (based upon estimated advertising revenues), or as a percentage of the advertising revenues following collection from customers. The portion of revenue that the Company shared with its partners ranges from 25% to 80% depending on the partner and the media asset. The Company made minimum annual guarantee payments under two agreements (one to an airline partner and one to another partner). Payments to all other partners were calculated on a revenue sharing basis.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk and Fair Value of Financial Instruments

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and accounts payable. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities reflected in the financial statements approximates fair value due to the short-term maturity of these instruments.

The Company does not generally require collateral or other security for accounts receivable. However, credit risk is mitigated by the Company’s ongoing evaluations of customer creditworthiness. The Company maintains an allowance for doubtful accounts receivable balances.

As of September 30, 2015, the Company maintained its cash and cash equivalents in the United States with three financial institutions. These balances routinely exceed the Federal Deposit Insurance Corporation insurable limit. Cash and cash equivalents of $1,209 held in foreign countries as of September 30, 2015 were not insured.

Net Income (Loss) per Common Share

Basic net income (loss) per share for each class of participating common stock, excluding any dilutive effects of stock options, warrants and unvested restricted stock, is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is computed similar to basic; however diluted income (loss) per share reflects the assumed conversion of all potentially dilutive securities. All stock options, warrants, or other equity instruments outstanding at September 30, 2015 and December 31, 2014 were anti-dilutive.

Foreign Currency Translation

The functional currency of the Company’s United Kingdom subsidiary is the British pound sterling. All assets and all liabilities of the subsidiary are translated to U.S. dollars at quarter-end exchange rates. Income and expense items are translated to U.S. dollars at the weighted-average rate of exchange prevailing during the period. Resultant translation adjustments are recorded in accumulated other comprehensive income (loss), a separate component of stockholders’ equity (deficit).

The Company includes currency gains and losses on temporary intercompany advances in the determination of net loss. Currency gains and losses are included in interest and other expenses in the consolidated statements of comprehensive loss.

Business Segments

Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker (the Company’s Chief Executive Officer (“CEO”)) in assessing performance and deciding how to allocate resources. Until July 1, 2015, the Company’s business was comprised of two operating segments, Enterprise and Media. The CEO reviewed financial data that encompasses the Company’s Enterprise and Media revenues, cost of revenues, and gross profit. Since the Company operates as a single entity globally, it does not allocate operating expenses to each segment for purposes of calculating operating income, EBITDA, or other financial measurements for use in making operating decisions and assessing financial performance. The CEO manages the business based primarily on broad functional categories of sales, marketing and technology development and strategy. See Footnote 5, Discontinued Operations regarding the Company’s decision to exit the Media segment.

Recent Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued guidance creating Accounting Standards Codification (“ASC”) Section 606, “Revenue from Contracts with Customers”. The new section will replace Section 605, “Revenue Recognition” and creates modifications to various other revenue accounting standards for specialized transactions and industries. Previous to Section 606, there was differing revenue treatment between the United States practice and those of much of the rest of the world. The new section is intended to conform revenue accounting principles with a concurrently issued International Financial Reporting Standards and to enhance disclosures related to disaggregated revenue information. The updated guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. The Company will adopt the new provisions of this accounting standard at the beginning of fiscal year 2017, given that early adoption is not an option. The Company will further study the implications of this statement in order to evaluate the expected impact on the consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current period presentation. Specifically, $1,858 of Deferred revenues has been reclassified to Deferred rent and other liabilities for $1,782 and to Accrued liabilities for $76 for the December 31, 2014 Consolidated Balance Sheet and related Consolidated Statement of Cash Flows. These reclassifications had no effect on the reported results of operations.

2. Notes Payable

At December 31, 2014 the Company had outstanding notes payable of $14,000 and an additional $1,000 was borrowed during the first quarter of 2015, all of which were converted to Series A Preferred Stock on March 26, 2015, as described in Note 6 Preferred Stock. At September 30, 2015, the Company had no outstanding notes payable.

As disclosed in Note 12 Subsequent Event, on November 2, 2015, the Company entered into a loan and security agreement, to provide for ongoing working capital needs of the Company.

3. Sale of Accounts Receivable

In September 2014, the Company entered into an agreement with a third party (the “Purchaser”) under which the Company, from time to time, sold specific accounts receivable related to the Media business to the Purchaser. The Purchaser agreed to advance to the Company 85% of the total value of the purchased accounts, up to a maximum of $3,000. The Company received the remaining 15% of the total value of the purchased accounts upon the collection of the full amount of the purchased accounts. All customer payments of the purchased accounts were made to a lock-box controlled by the Purchaser. The Company paid interest to the Purchaser on the total amount of cash advances that had not been repaid at the rate of prime plus 1%; however, the interest rate could never be less than 4.25%. In addition, the Company paid the Purchaser a service charge of 2% on each cash advance.

The purchased accounts were sold by the Company to the Purchaser with full recourse and, in the event the purchased accounts were not fully repaid, the Company was liable for the unpaid portion of the purchased accounts. The Company collateralized the agreement by granting the Purchaser a security interest in the total receivables of its Media business segment and that security interest is included as a credit to accounts receivable on the balance sheet. On July 2, 2015 as part of the divestiture of Media, this amount was paid in full and as of September 30, 2015, this agreement is terminated.

4. Income Taxes

The Company is reporting a significant book loss for the three months and nine months ended September 30, 2015. The Company reported a full valuation allowance against its net deferred U.S. income tax assets at the 2014 year-end. All evidence and information available suggests that the Company will maintain the full valuation allowance in 2015. Therefore, no income tax benefit was recorded for the three or nine months ended September 30, 2015 U.S. pre-tax book loss.

5. Discontinued Operations

Due to ongoing losses, the Company decided to exit its Media business. This strategic shift is intended to allow the Company to focus on its core Enterprise digital signage business and is expected to improve the Company’s overall margins and profitability. The Company exited these operations on July 1, 2015 and will not have any involvement with the operations post disposal. Therefore, under applicable accounting standards, the Company has classified its Media operations as discontinued operations for financial reporting purposes in all periods presented except where specifically identified otherwise.

On March 19, 2015, the Company announced that it had entered into a non-binding letter of intent to sell the Media business to an unaffiliated third party.

On July 1, 2015, the Company completed the sale of its Media business to Global Eagle Entertainment (“GEE”). Under the terms of the agreement, the Company sold $2,334 of customer receivables, fixed assets, and prepaid assets offset by $3,482 of assumed and transferred liabilities such as accounts payable, accrued revenue share and agency fees, and accrued liabilities of Media in exchange for cash. In addition, the transaction includes certain amounts paid into escrow in full support of future potential obligations and an earn-out. The transaction resulted in an initial pre-tax gain of $2,340 and is presented in the Consolidated Statement of Comprehensive Loss. As part of the transaction agreement, GEE assumed all existing partner revenue sharing agreements and their related minimum revenue sharing requirements and certain vendor contracts held by Media. In addition, $854 of certain asset and lease impairment charges, severance expenses, and transaction costs were incurred as part of the transaction and are reflected in the net loss from discontinued operations. Also, some employees of Media were transferred to GEE as part of the transaction agreement. The terms of the escrow requires certain levels of performance related to a revenue sharing agreement and its related minimum revenue share requirements. In order for the Company to receive the earn-out payment, the buyer must successfully negotiate certain terms with a customer and the Media business must meet certain performance requirements over the 12 month period following the closing date.

The following table shows the results of operations of the Company’s discontinued operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	5	$	3,916	$	3,960	$	11,898
Cost of revenue		46		2,942		4,107		8,840
Operating expenses		818		19,663		3,550		33,516
Operating loss		(859)		(18,689)		(3,697)		(30,458)
Other expenses (income), net		160		49		297		5
Net loss from discontinued operations	$	(1,019)	$	(18,738)	$	(3,994)	$	(30,463)

The following table shows the assets and liabilities of the Company’s discontinued operations at December 31, 2014:


	December 31,
	2014
	(Unaudited)
Accounts receivable	$	2,688
Prepaid assets		123
Current assets		2,811

Property, plant & equipment, net		456
Other assets		(73)
Total assets	$	3,194

Accounts payable	$	349
Accrued revenue share & agency fees		3,863
Accrued liabilities		927
Deferred revenue		8
Current liabilities		5,147
Other long-term liabilities		342
Total liabilities	$	5,489

There are no assets and liabilities of the Company’s discontinued operations at September 30, 2015.

6. Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

On March 26, 2015, the Company issued and sold an aggregate of 249,999.99 shares of newly-designated Series A convertible preferred stock (the “Series A Preferred Stock”) to certain accredited investors (collectively, the “Investors”), including certain of the Company’s executive officers and directors (or affiliated entities), at a price per share of $100.00, pursuant to a Purchase Agreement dated March 25, 2015 (the “Financing”). As part of the Financing, $15 million of the shares of Series A Preferred Stock were issued and sold to White Knight Capital Management LLC and Children’s Trust C/U the Donald R. Wilson 2009 GRAT #1 (together, the “Lenders”), which entities were the lenders under the Credit Agreement, dated April 19, 2013 (as subsequently amended, the “Senior Credit Agreement”), to which the Company and certain of its subsidiaries were party, in consideration for the satisfaction and discharge of all principal amounts owed to the Lenders under the Senior Credit Agreement on a dollar-for-dollar basis. In addition, simultaneously with the closing of the Financing the Company paid all accrued interest and any other amounts due from the Company to the Lenders under the Senior Credit Agreement. As a result, all amounts due under the Senior Credit Agreement were paid in full and the Senior Credit Agreement was terminated.

The shares of Series A Preferred Stock had the rights and preferences set forth in the Certificate of Designation of Series A Convertible Preferred Stock filed by the Company on March 25, 2015 (the “Certificate of Designation”). Pursuant to the Certificate of Designation, each share of Series A Preferred Stock was automatically converted into 100 shares of the Company’s common stock on May 13, 2015, the date on which the stockholders of the Company approved a proposal to permit the issuance of shares of common stock upon the conversion of the Series A Preferred Stock.

In connection with the Financing, on March 25, 2015 the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors pursuant to which the Company filed with the SEC a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock (the “Registrable Securities”). If the registration statement ceases for any reason to be effective at any time for more than 20 consecutive days or a total of 45 days in any 12 month period before the Registrable Securities have been resold, or if the Company fails to keep public information available or to otherwise comply with certain obligations such that the Investors are unable to resell the Registrable Securities pursuant to the provisions of Rule 144 promulgated under the Securities Act, then the Company shall be obligated to pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the purchase price paid by such Investor for the Shares purchased under the Purchase Agreement per month until the applicable event giving rise to such payments is cured.

The Company recorded its Convertible Preferred Stock at fair value on the dates of issuance, net of issuance costs. A redemption event would have been made possible upon reaching a one year anniversary of the closing of the Preferred Stock agreement. At that date, the Preferred Stock would have become redeemable at the option of the holder. As the redemption event was outside the control of the Company, all shares of Convertible Preferred Stock were presented outside of permanent equity as of March 31, 2015. In connection with the recent conversion of the Preferred Stock to common stock on May 13, 2015, the redemption feature has been eliminated and the Preferred Stock was reclassified to common stock in permanent equity on this date.

7. Equity Incentive Plan

There were no new equity awards granted during the three and nine months ended September 30, 2015. The amortization expense associated with stock options during the three months ended September 30, 2015 and 2014 was $405 and $(261), respectively. The stock option amortization expense for the nine months ended September 30, 2015 and 2014 was $1,197 and $1,483, respectively. The unamortized cost of the options at September 30, 2015 was $1,661, to be recognized over a weighted-average remaining life of 1.1 years. At September 30, 2015, and December 31, 2014, 923,333 and 565,000 shares of the options were exercisable. In addition, there was no intrinsic value associated with the options as of September 30, 2015. The weighted-average remaining contractual life of the options outstanding is 7.9 years.

8. Geographic Information

Revenue by geographic area are based on the deployment site location of end-user customers. Substantially all of the revenue from North America is generated from the United States of America. Geographic area information related to revenue from customers is as follows:


Region	Nine Months Ended		Nine Months Ended
	September 30,		September 30,
	2015		2014
North America	$	18,826	$	16,513
International
Europe		6,968		7,338
Other		3,049		3,316
International		10,017		10,654
Total	$	28,843	$	27,167

The vast majority of the Company's long-lived assets are located in the United States.

9. Loss on Long-Term Contract

During the second quarter of 2014, the Company updated its analysis of a long-term partner related contract. Based on the results of that analysis and an estimate of revenue to be generated in the future under the contract, the Company determined that sufficient revenue would not be generated under the contract for it to meet its minimum annual guarantees of revenue sharing to its partner.

As a result, the Company recorded a $6,200 loss on the long-term contract at June 30, 2014, which represented the amount it expected that the total minimum annual guarantees payable to the partner would exceed the revenue generated under the contract at that time. The loss on the long-term contract was recorded as follows:


Loss on Long-Term Contract	$	4,130
Revenue reduction		2,070
Total	$	6,200

The Company continues to re-evaluate this loss contract status. During 2015, the Company reassessed its future revenue projections and operating costs for the remainder of the contract and made the decision to passively pursue revenue and operate the network with the minimum resources needed to maintain service levels as required by the agreement until it terminates on December 31, 2016. Based on this operating model, the Company evaluated its loss contract estimates during the three months ended September 30, 2015, which resulted in no net change on the long-term contract. The Company revised its loss contract estimates during the nine months ended September 30, 2015, which resulted in a net gain of $444. At September 30, 2015, the remaining balance on the loss on long-term contract was $1,844.

10. Segment Reporting

The Company sells enterprise-class digital signage solutions to customers worldwide and provides advertising services through digital place-based networks. The Company had two separate reporting business segments – Enterprise and Media until the Media business was divested on July 1, 2015. The segments were separated for reporting purposes for the following reasons:

The segments had different business models. The Enterprise segment sells intelligent visual solutions that consist of its proprietary software and hardware products and third-party displays. The Enterprise segment also provides installation services and maintenance and support services to corporate customers. The Media segment sold advertising to major corporate advertisers and the advertising is placed on screens owned by business partners. In return for the use of their screens, the business partners shared in the advertising revenue.

The Enterprise segment realizes a higher gross margin on revenues than the Media segment did.

Each segment had a different head of operations that managed the segment. Each segment head used discrete financial information about his individual segment and regularly reviewed the operating results of that component.

Media business was held for sale and is classified as discontinued operations on the financial statements.

Since the Company operates as a highly integrated entity which is characterized by substantial inter-segment cooperation and sharing of personnel and assets, it limits its segment reporting to revenues, cost of revenues, and gross profit by segment. The impact of the loss on the long-term contract is reflected in the Enterprise segment. See Note 5, Discontinued Operations.

An analysis of the two reporting business segments follows:


	Three Months Ended September 30,				Three Months Ended September 30,
	2015				2014
	Media		Enterprise		Media		Enterprise

Revenues	$	5	$	10,194	$	3,916	$	9,997
Cost of revenues		46		4,764		2,942		2,086
Gross profit (loss)	$	(41)	$	5,430	$	974	$	7,911
Gross profit (loss)%		-820.0%		53.3%		24.9%		79.1%


	Nine Months Ended September 30,				Nine Months Ended September 30,
	2015				2014
	Media		Enterprise		Media		Enterprise

Revenues	$	3,960	$	28,843	$	11,898	$	27,167
Cost of revenues		4,107		12,391		8,840		15,130
Gross profit (loss)	$	(147)	$	16,452	$	3,058	$	12,037
Gross profit (loss)%		-3.7%		57.0%		25.7%		44.3%

Beginning with the third quarter of 2015, the remaining segment is Enterprise.

11. Related Party Transactions

In August 2013, the Company entered into a two-year Management Services Agreement with 2012 DOOH Investments, LLC (the "Consultant"), an entity managed by Mr. Donald R. Wilson, a major stockholder. Under the agreement, the Consultant provides management consulting services to the Company and its subsidiaries with respect to financing, acquisitions, sourcing, diligence, and strategic planning.

In consideration for its services, the Consultant received a one-time payment of 120,000 shares of the common stock of the Company which had a market value of $960 when issued in August 2013. The value of the common stock is amortized over the term of the agreement. The amortized expense charged to operations for the three months and nine months ended September 30, 2015 was $80 and $320, respectively. The amortized expense for the three months and nine months ended September 30, 2014 was $120 and $385, respectively. There was no unamortized value of the common stock at September 30, 2015. The unamortized value of the common stock was $320 at December 31, 2014 and was included in other current assets. Under the Agreement, the Consultant also receives an annual services fee of $50, which terminated in July 2015.

The Company also has an agreement with a company owned by a board member under which it pays $10 a month for public relations services. Under this agreement the Company has incurred charges for the three months and nine months ended September 30 of $32 and $94, respectively, for both, 2015 and 2014.

12. Subsequent Event

Effective November 2, 2015, the Company and certain of its subsidiaries (collectively, the “Borrowers”) entered into a loan and security agreement (the “Loan Agreement”) with Silicon Valley Bank (the “Bank”), pursuant to which the Bank agreed to make a revolving credit facility available to the Borrowers in the principal amount of up to $7.5 million (the “Revolving Facility”). The Revolving Facility has an effective date (the “Effective Date”) of October 13, 2015, and matures on October 13, 2017. Availability under the Revolving Facility is tied to a borrowing base formula. Interest on advances under the Revolving Facility (the “Advances”) will accrue on the unpaid principal balance of such Advances at a floating per annum rate equal to either 1.25% above the prime rate or 2.25% above the prime rate, depending on whether certain conditions are satisfied. During an event of default, the rate of interest would increase to 5% above the otherwise applicable rate, until such event of default is cured or waived. All accrued and unpaid interest is payable monthly on the last calendar day of each month.

In connection with the closing of the Revolving Facility, the Borrowers paid the Bank a commitment fee of $38, and the Borrowers will be required to pay the Bank an additional commitment fee of $38 on the first anniversary of the Effective Date. If the Borrowers terminate the Loan Agreement prior to the first anniversary of the Effective Date, the Borrowers will be required to pay the Bank a termination fee equal to 1% of the Revolving Facility, unless the Revolving Facility is replaced with a new facility from the Bank.

The Loan Agreement contains customary affirmative covenants regarding the operations of Borrowers’ business and customary negative covenants that, among other things, limit the ability of the Borrowers to incur additional indebtedness, grant certain liens, make certain investments, merge or consolidate, make certain restricted payments and engage in certain asset dispositions, including a sale of all or substantially all of their property. In addition, the Borrowers must maintain, on a consolidated basis, certain minimum amounts of adjusted EBITDA, as measured at the end of each month.

The Loan Agreement contains customary events of default including, among others, Borrowers’ breach of payment obligations or covenants, defaults in payment of other outstanding debt, material misrepresentations, a material adverse change and bankruptcy and insolvency events of default. The Bank’s remedies upon the occurrence of an event of default include, among others, the right to accelerate the debt and the right to foreclose on the collateral securing the Revolving Facility. The Revolving Facility is secured by a first priority perfected security interest in substantially all of the assets of the Borrowers.

The Company did not draw on the Revolving Facility at the closing of the Loan Agreement or have borrowings from the Revolving Facility at the time of this filing. Borrowings under the Revolving Facility are available for the Company’s working capital and general business requirements, as may be needed from time to time.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this report and in our annual report on Form 10-K for the year ended December 31, 2014. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in "Risk Factors" in Item 1A of Part II.

Overview

The Company was formed on January 5, 2011, for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets. The Company consummated the acquisition of Reach Media Group Holdings, Inc. (“RMG”) on April 8, 2013, and on April 19, 2013, acquired Symon Holdings Corporation (“Symon”). Symon is considered to be the Company's predecessor corporation for accounting purposes. On July 1, 2015, the Company divested of the Media business. Therefore, the financial information discussed below is exclusive of the discontinued operations unless specifically identified otherwise.

The Company is a global provider of enterprise-class digital signage solutions. Through an extensive suite of products, proprietary software, software-embedded hardware, maintenance and creative content service, installation services, and third-party displays, the Company delivers complete end-to-end intelligent visual communication solutions to its clients. The Company is one of the largest integrated digital signage solution providers globally and until the Media division was divested on July 1, 2015, conducted operations through its RMG Enterprise Solutions business unit.

We provide end-to-end digital signage applications to power intelligent visual communication implementations for critical contact center, supply chain, employee communications, hospitality, retail and other applications with a large concentration of customers in the financial services, telecommunications, manufacturing, healthcare, pharmaceutical, utility and transportation industries, and in federal, state and local governments. These solutions are relied upon by approximately 70% of the North American Fortune 100 companies and thousands of overall customers in locations worldwide. Our installations deliver real-time intelligent visual content that enhance the ways in which organizations communicate with employees and customers to drive productivity and engagement. The solutions are designed to integrate seamlessly with a customer’s IT infrastructure and data and security environments.

The RMG Media Networks business unit engaged elusive audience segments with relevant content and advertising delivered through digital place-based networks. These networks include the Media business. The Media business was a U.S.-based network focused on selling advertising across airline digital media assets in executive clubs, on in-flight entertainment, or IFE, systems, on in-flight Wi-Fi portals and in private airport terminals. The network, which spanned almost all major commercial passenger airlines in the United States, delivered advertising to an audience of affluent travelers and business decision makers in a captive and distraction-free video environment. On March 19, 2015, the Company announced that it had entered into a non-binding letter of intent to sell the RMG Media to an unaffiliated third party.

Revenue

The Company derives its revenue as follows from three primary sources:

Product sales:

●

Licenses to use its proprietary software products;

●

Proprietary software-embedded media players;

●

Third-party flat screen displays and other third-party hardware.

Customer support services:

●

Product maintenance services; and

●

Subscription-based and custom creative content services.

Professional installation and training services

Revenue is recognized as outlined in “Critical Accounting Policies - Revenue Recognition” below.

The Company sells its enterprise products and services through its global sales force and through a select group of resellers and business partners. In the United States, the Company’s sales team generated approximately 90% and 94% of its year-to-date sales in 2015 and 2014, respectively while 10% and 6% of its sales were generated through resellers in 2015 and 2014, respectively. The increase in revenue from resellers in 2015 reflects the Company’s strategy to shift revenue growth through resellers in the United States. Outside the United States, approximately 68% and 74% of sales come from the reseller channel in 2015 and 2014, respectively. Overall, approximately 69% and 76% of the Company’s global enterprise revenues are derived from direct sales in 2015 and 2014, respectively, with the remaining 31% and 24% generated through indirect partner channels in 2015 and 2014, respectively.

The Company has formal contracts with its resellers that set the terms and conditions under which the parties conduct business. The resellers purchase products and services from the Company, generally with agreed-upon discounts, and resell the products and services to their customers, who are the end-users of the products and services. The Company does not offer contractual rights of return other than under standard product warranties, and product returns from resellers have been insignificant to date. The Company sells directly to its resellers and recognizes revenue on sales to resellers upon delivery, consistent with its recognition policies. The Company bills resellers directly for the products and services they purchase. Software licenses and product warranties pass directly from the Company to the end-users.

Cost of Revenue

The cost of revenue associated with product sales consist primarily of the costs of media players, the costs of third-party flat screen displays and the operating costs of the Company’s assembly and distribution center. The cost of revenue of professional services is the salary and related benefit costs of the Company’s employees and the travel costs of personnel providing installation and training services. The cost of revenue of maintenance and content services consists of the salary and related benefit costs of personnel engaged in providing maintenance and content services and the annual costs associated with acquiring data from third-party content providers.

Operating Expenses

The Company’s operating expenses are comprised of the following components:

Sales and marketing expenses include salaries and related benefit costs of sales personnel, sales commissions, travel by sales and sales support personnel, and marketing and advertising costs.

Research and development (“R&D”) costs consist of salaries and related benefit costs of R&D personnel and expenditures to outside third-party contractors. To date, all R&D expenses are expensed as incurred.

General and administrative expenses consist primarily of salaries and related benefit costs of executives, accounting, finance, administrative, and IT personnel. Also included in this category are other corporate expenses such as rent, utilities, insurance, professional service fees, office expenses, travel by general and administrative personnel and meeting expenses.

Depreciation and amortization costs include depreciation of the Company’s office furniture, fixtures and equipment and amortization of intangible assets.

Impairment of intangible assets and goodwill.

Results of Operations

Comparison of the three and nine months ended September 30, 2015 to the three and nine months ended September 30, 2014

The following financial statements present the results of operations of the Company for the three and nine months ended September 30, 2015 and 2014.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2015		2014		% Chg	2015		2014		% Chg
Revenue	$	10,194	$	9,997	2.0%	$	28,843	$	27,167	6.2%
Cost of revenue		4,764		2,086	128.4%		12,391		15,130	(18.1%)
Gross profit		5,430		7,911	(31.4%)		16,452		12,037	36.7%
Operating expenses -
Sales and marketing		2,191		2,741	(20.1%)		6,896		9,729	(29.1%)
General and administrative		3,876		2,842	36.4%		12,994		12,264	6.0%
Research and development		1,118		638	75.2%		2,668		2,316	15.2%
Acquisition expenses		-		378	(100.0%)		-		378	(100.0%)
Depreciation and amortization		863		1,152	(25.1%)		2,881		3,505	(17.8%)
Total operating expenses		8,048		7,751	3.8%		25,439		28,192	(9.8%)
Operating income (loss)		(2,618)		160	1736.3%		(8,987)		(16,155)	44.4%
Gain on change in warrant liability		246		772	68.1%		1,303		183	(612.0%)
Interest expense and other - net		(121)		(1,100)	89.0%		(1,457)		(1,195)	(21.9%)
Loss before income taxes and discontinued operations		(2,493)		(168)	(1383.9%)		(9,141)		(17,167)	46.8%
Income Tax Expense (Benefit)		29		(1,343)	102.2%		29		(1,608)	101.8%
Net profit (loss) before discontinued operations		(2,522)		1,175	314.6%		(9,170)		(15,559)	41.1%
Loss from discontinued operations, net of taxes		(1,019)		(18,738)	94.6%		(3,994)		(30,463)	86.9%
Gain from sale of discontinued operations, net of taxes		2,340		-	0.0%		2,340		-	0.0%
Net Loss	$	(1,201)	$	(17,563)	93.2%	$	(10,824)	$	(46,022)	76.5%

Revenue

Revenue was $10,194 and $9,997 for the three months ended September 30, 2015 and 2014, respectively, representing a $197, or 2.0%, increase. Revenue was $28,843 and $27,167 for the nine months ended September 30, 2015 and 2014, respectively, representing a $1,677, or 6.2%, increase. As noted in the Revenue chart below, the Company recorded adjustments associated with its loss contract that negatively impacted revenue in the second quarter of 2014.

In order to provide year over year comparisons, the three and nine months ended September 30, 2014 revenues are adjusted in the table below to show the loss on long-term contract impact to revenue in 2014 that was recorded in accordance with generally accepted accounting principles and previously disclosed in the second quarter of 2014. The loss on the long-term contract recorded in 2014 reduced product, maintenance and professional services revenue as prior revenue related to the contract was reversed. See Note 9, Loss on Long-Term Contract, to the accompanying unaudited consolidated financial statements for further details. This table reflects only the loss on long-term contract adjustment to revenue.


	Three Months Ended September 30, 2014						Nine Months Ended September 30, 2014
	GAAP		Adjustment		Non-GAAP		GAAP		Adjustment		Non-GAAP
Revenue -
Products	$	4,161	$	-	$	4,161	$	9,474	$	988	$	10,462
Maintenance and content services		4,140		-		4,140		12,045		395		12,440
Professional services		1,696		-		1,696		5,648		688		6,336
Revenue impact from loss on long-term contract		-		-		-		-		(2,071)		(2,071)
Total	$	9,997	$	-	$	9,997	$	27,167	$	-	$	27,167

During the three and nine months ended September 30, 2015 and 2014, the Company’s revenue was derived as follows.


	Three Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2015		%	2014		%	2015		%	2014		%
Revenue -
Products	$	4,442	43.6%	$	4,161	41.6%	$	11,578	40.1%	$	10,462	38.5%
Maintenance and content services		3,655	35.8%		4,140	41.4%		11,048	38.3%		12,440	45.8%
Professional services		2,097	20.6%		1,696	17.0%		6,217	21.6%		6,336	23.3%
Revenue impact from loss on long-term contract		-	0.0%		-	0.0%		-	0.0%		(2,071)	(7.6%)
Total	$	10,194	100.0%	$	9,997	100.0%	$	28,843	100.0%	$	27,167	100.0%

Year-to-date, the Company has experienced higher demand for the Company’s products, offset by lower maintenance and content service revenue while professional services revenues remained relatively flat. In 2015, maintenance revenue declined due to planned end-of-life announcements of certain of its product lines late in 2014.

The following table reflects the Company’s revenue on a geographic basis for the nine months ended September 30, 2015 and 2014.


	Nine Months Ended September 30,			Nine Months Ended September 30,
Region	2015			2014
North America	$	18,826	65.3%	$	16,513	60.8%
International:
Europe		6,968	24.2%		7,338	27.0%
Other		3,049	10.5%		3,316	12.2%
Total International		10,017	34.7%		10,654	39.2%
Total	$	28,843	100.0%	$	27,167	100.0%

The higher revenue for North America for the nine months ended September 30, 2015 was due primarily to increased product sales offset by a decrease in maintenance and content services, and professional services. Europe revenues decreased from last year due to lower maintenance and professional services revenues. The Company has narrowed its international focus areas, resulting in lower near term other international revenue.

Cost of Revenue

Cost of revenue totaled $4,764 and $2,086 for the three months ended September 30, 2015 and 2014, respectively. This $2,678, or 128.4%, increase in cost of revenue was primarily attributable to the $2,757 gain adjustment in 2014 due to a reduction in the minimum annual revenue-sharing guarantees related to the loss on a long-term contract. Excluding this adjustment in 2014, cost of revenues for the three months ended September 30, 2015 was $79 lower than during the same period in 2014. The Company’s overall gross margin for the three months ended September 30, 2015 decreased to 53.3% from 79.1% for the three months ended September 30, 2014 primarily due to the gain adjustment related to the loss on long-term contract. Without the gain adjustment on the loss on long-term contract, gross margin was 53.3% and 51.6% for the three months ended September 30, 2015 and 2014, respectively, a 1.7% improvement.

Cost of revenue totaled $12,391 and $15,130 for the nine months ended September 30, 2015 and 2014, respectively. This $2,739, or 18.1%, decrease in cost of revenue was primarily attributable to the combination of the $444 gain adjustment in 2015 and $1,373 loss adjustment in 2014 related to the loss on a long-term contract. The Company’s overall gross margin for the nine months ended September 30, 2015 increased to 57.0% from 44.3% for the nine months ended September 30, 2014. The change in gross margin was significantly impacted by the loss on long-term contract. Without the loss on long-term contract, gross margin was 55.5% and 52.9% for the nine months ended September 30, 2015 and 2014, respectively, based on a 9.2% year-over-year margin improvement for products and 2.1% year-over-year improvement for maintenance with a slight offset from reduced professional services margins.

Operating Expenses

Operating expenses totaled $8,048 and $7,751 for the three months ended September 30, 2015 and 2014, respectively. This $297, or 3.8% increase in operating expenses is due primarily to the following items:

Sales and marketing expenses were $550 lower for the three months ended September 30, 2015 as compared to the same period in 2014, primarily due to reductions in sales headcount and marketing spend.

General and administrative expenses were higher by $1,034 in the three months ended September 30, 2015 as compared to the same period in 2014 primarily due to a reduction in stock compensation expense related to forfeited stock grants from the former CEO’s resignation in the third quarter of 2014 and increased professional and outside service fees and information technology costs in the current year quarter.

Research and development expenses were $480 higher in the three months ended September 30, 2015 as compared to the same period in 2014 due to increased investments in innovation and product platforms.

Depreciation and amortization was lower by $289 in the three months ended September 30, 2015 as compared to the same period in 2014 due to lower amortization expense.

There were no acquisition expenses in 2015 as compared to $378 in the three months ended September 30, 2014.

Operating expenses totaled $25,439 and $28,192 for the nine months ended September 30, 2015 and 2014, respectively. This $2,753, or 9.8%, decrease in operating expenses is due primarily to the following items:

Sales and marketing expenses were $2,833 lower for the nine months ended September 30, 2015 as compared to the same period in 2014, primarily due to reductions in sales headcount, and reduced marketing spend.

General and administrative expenses increased $730 in the nine months ended September 30, 2015 as compared to the prior year period due primarily to increased bad debt expense, professional and outside service fees and information technology costs offset by reduced travel costs and lower stock based compensation expense from forfeitures.

Research and development expenses were higher by $352 in the nine months ended September 30, 2015 as compared to the same period last year due to increased investments in innovation and product platforms.

Depreciation and amortization was lower by $624 in the nine months ended September 30, 2015 as compared to the same period in 2014 due to lower amortization expense.

There were no acquisition expenses in 2015 as compared to $378 in the nine months ended September 30, 2014.

Warrant Liability Expense

The Company calculates its warrant liability based on the quoted market value of its outstanding warrants. The warrant liability income for the three months ended September 30, 2015 and 2014 was $246 and $772, respectively. The warrant liability income for the nine months ended September 30, 2015 was $1,303 and $183, respectively.

Interest and other – Net

Interest (expense) and other income - net for the three months ended September 30, 2015 and 2014 were $(121) and $(1,100), respectively. This decrease in expense of $979 was primarily due to the reduction in interest expense because the Company’s debt was eliminated in the first quarter of 2015. Interest (expense) and other income - net for the nine months ended September 30, 2015 and 2014 were $(1,457) and $(1,195), respectively. This increase of $262 was due to the combined impact of the $742 write-off of loan origination fees in 2015 and the 2014 increase in other income related to the receipt of 300,000 shares of the Company’s common stock in connection with a claim for damages filed by the Company. The stock was valued at $480 which represents its market value on September 3, 2014, the day it was received. The write-off of loan origination fees was triggered when the outstanding debt was converted into Series A Preferred Shares. See Note 6, Preferred Stock, to the accompanying unaudited consolidated financial statements.

Income Tax Benefit

The income tax expense (benefit) for the three months ended September 30, 2015 and 2014 was $29 and $(1,343), respectively. The income tax expense (benefit) for the nine months ended September 30, 2015 and 2014 was $29 and $(1,608), respectively. The Company had book net losses in the three and nine months ended September 30, 2015 and 2014 with a U.S. full valuation allowance in 2015.

Liquidity and Capital Resources

The Company’s primary source of liquidity prior to acquiring RMG and Symon had been the cash generated from its initial public offering. Historically, Symon has generated cash from the sales of its products and services to its global customers. In addition, both RMG and Symon had realized cash through debt agreements with lenders.

During 2014, the Company entered into two agreements which required future cash outlays. The Company renegotiated a revenue sharing agreement with a business partner. The parties agreed, among other things, to eliminate the Company’s remaining minimum revenue sharing commitment of $11,500 if certain terms and conditions are met in the future, resulting in a minimum commitment remaining of $1,163 at September 30, 2015. This commitment was paid in full on October 14, 2015. The Company also entered into a revenue sharing agreement directly with a customer that requires the Company to make minimum revenue sharing payments of $4,620 in 2015. As a result of the sale of the Media business, this liability was assumed by the buyer and is no longer an obligation of the Company.

On March 26, 2015, the Company issued and sold an aggregate of 249,999.99 shares of newly-designated Series A convertible preferred stock at a price per share of $100.00 (the “Financing”), discharging, on a dollar-for-dollar basis $15,000 in principal amount owed to the lenders (the “Lenders”) under the Credit Agreement, dated April 19, 2013 (as subsequently amended, the “Senior Credit Agreement”), to which the Company and certain subsidiaries were a party. In addition, simultaneously with the closing of the Financing, the Company paid all accrued interest and any other amounts due from the Company to the Lenders under the Senior Credit Agreement. As a result, all amounts due under the Senior Credit Agreement were paid in full and the Senior Credit Agreement was terminated and the Company retained net cash proceeds of $9,627 to use for ongoing operations.

As a result of the consummation of the Financing, the payment in full and termination of the Senior Credit Agreement, related cash proceeds, coupled with the sale of the Media segment, the Company has $5,714 in available cash at September 30, 2015. Effective November 2, 2015, the Company and certain of its subsidiaries (collectively, the “Borrowers”) entered into a loan and security agreement (the “Loan Agreement”) with Silicon Valley Bank (the “Bank”), pursuant to which the Bank agreed to make a revolving credit facility available to the Borrowers in the principal amount of up to $7.5 million (the “Revolving Facility”). The Revolving Facility has an effective date (the “Effective Date”) of October 13, 2015, and matures on October 13, 2017. Availability under the Revolving Facility is tied to a borrowing base formula. Interest on advances under the Revolving Facility (the “Advances”) will accrue on the unpaid principal balance of such Advances at a floating per annum rate equal to either 1.25% above the prime rate or 2.25% above the prime rate, depending on whether certain conditions are satisfied. During an event of default, the rate of interest would increase to 5% above the otherwise applicable rate, until such event of default is cured or waived. All accrued and unpaid interest is payable monthly on the last calendar day of each month.

The Media business continued to generate losses until its divestiture on July 1, 2015. As such, the Company is closely monitoring its cash projections and intends to seek to continue to reduce its operating costs. Based on taking these actions and taking into account the availability under the Revolving Facility, the Company believes it has adequate cash to operate the Company through at least the next twelve months. However, if we fail to achieve the level of revenues that we forecast, including as a result of an extended downturn or lower than expected demand for our products and services, we could generate less cash flow than we have budgeted. Under those circumstances, or if our expenses are greater than we forecast, our cash on hand and funds from operations may not be sufficient to fund our operations. As such, we may be required to find additional sources of liquidity, but there is no assurance that we will be able to obtain additional liquidity on acceptable terms, or at all.

The Company has generated and used cash inclusive of discontinued operations as follows:


	Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014
Operating cash flow	$	(8,786)	$	(4,792)
Investing cash flow		834		(2,300)
Financing cash flow		10,586		4,000
Total	$	2,634	$	(3,092)

Operating Activities

The decrease in cash from operating activities of $8,786 for the nine months ended September 30, 2015 is primarily due to the company’s net loss of $10,824. The net loss is offset by the following non-cash items:

Non-cash gain on sale of discontinued operations of $2,340 primarily from relief of obligations from the Media business

Non-cash loss on long-term contract of $1,840

Non-cash expense for depreciation and amortization of $3,024

Non-cash income credit related to the decrease in the Company’s warrant liability of $1,303

Non-cash stock-based compensation of $1,197

Non-cash amortization of loan origination fees of $742

Non-cash allowance for doubtful accounts of $460 related primarily to international operations

In addition, the following are the principal changes in assets and liabilities affected cash from operating activities during the period:

Accounts receivable decreased by $4,745 due to higher collection in the first nine months of the year compared to the same period in 2014

Accounts payable decreased by $2,405 due primarily to increased payments of obligations from the fourth quarter 2014 and lower operating expenses

Deferred revenue decreased by $579 due to fewer prepaid professional service projects and lower maintenance renewals in 2015

Investing Activities

The increase in cash from investing activities of the Company of $834 during the nine months ended September 30, 2015 was primarily due to the $1,190 of cash proceeds from the sale of the Media business offset by expenditures for property and equipment.

Financing Activities

The increase in cash due to financing activities during the nine months ended September 30, 2015 was due to proceeds received at the end of March from a sale of Series A convertible preferred shares. See Note 6, Preferred Stock to the accompanying unaudited consolidated financial statements.

Critical Accounting Policies

The Company's significant accounting policies are described in Note 1 of the Company’s unaudited consolidated financial statements included elsewhere in this filing. The Company’s financial statements are prepared in conformity with accounting principles generally accepted in the United States. Certain accounting policies involve significant judgments, assumptions, and estimates by management that could have a material impact on the carrying value of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information required to be disclosed is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

During the second quarter of 2015, the Company had turnover in the leadership of the accounting organization. During the third quarter of 2015, the Company continued to evaluate, document and improve its control structure. While both Chief Financial Officer and Controller are new to their positions, we believe we established sufficient transition and continuity with the predecessor leadership and increased review procedures to ensure our internal controls over financial reporting remained effective for the period.

PART II

Item 1. Legal Proceedings

From time to time, we have been and may become involved in legal proceedings arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, except as described below we are not presently involved in any legal proceeding in which the outcome, if determined adversely to us, would be expected to have a material adverse effect on our business, operating results, or financial condition. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

Ownership of our securities involves a high degree of risk. Holders of our securities should carefully consider the following risk factors and the other information contained in this Form 10-Q, including our historical financial statements and related notes included herein. The following discussion highlights some of the risks that may affect future operating results. Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or businesses in general, may also impair our businesses operations. If any of the following risks or uncertainties actually occur, our business, financial condition and operating results could be adversely affected in a material way. This could cause the trading prices of our securities to decline, perhaps significantly, and you may lose part or all of your investment.

Risks Related to Our Business

We have a history of incurring significant net losses, and our future profitability is not assured.

For the nine months ended September 30, 2015 and 2014, we incurred net losses of approximately $10,824 and $46,022, respectively. Our operating results for future periods are subject to numerous uncertainties and there can be no assurances that we will be profitable in the foreseeable future, if at all. If our revenues in a given period are below levels that would result in profitable operation, we may be unable to reduce costs since a significant part of our cost of revenues and operating expenses are fixed, which could materially and adversely affect our business and, therefore, our results of operations and lead to a net loss (or a larger net loss) for that period and subsequent periods.

We may require significant amounts of additional financing to execute our business plan and fund our other liquidity needs. If we do not raise sufficient funds, and/or if our future operating results do not meet or exceed our projections, we may be unable to continue operations and could be forced to substantially curtail operations or cease operations all together.

As of September 30, 2015, we had approximately $5,714 in cash and cash equivalents and no outstanding indebtedness. Effective November 2, 2015, the Borrowers entered into the Loan Agreement with the Bank, providing us with the Revolving Facility to be used primarily for the working capital needs of the Company. While we currently believe that we have an adequate liquidity to operate the Company through at least the next twelve months, taking into account the availability under the Revolving Facility, if we fail to achieve the level of revenues that we forecast, including as a result of an extended downturn or lower than expected demand for our products and services, we could generate less cash flow than we have budgeted. Under those circumstances, or if our expenses are greater than we forecast, our cash on hand and funds from operations may not be sufficient to fund our operations. If that were to occur, we cannot assure you that we will be able to raise additional equity capital or obtain additional financing on commercially reasonable terms or at all.

The markets for digital signage are competitive and we may be unable to compete successfully.

The markets for digital signage are very competitive and we must compete with other established providers. We compete with larger companies in many of the markets we serve.

We expect existing competitors and new entrants into the markets where we do business to constantly revise and improve their business models in light of challenges from us or other companies in the industry. If we cannot respond effectively to advances by our competitors, our business and financial performance may be adversely affected.

Increased competition may result in new products and services that fundamentally change our markets, reduce prices, reduce margins or decrease our market share. We may be unable to compete successfully against current or future competitors, some of whom may have significantly greater financial, technical, manufacturing, marketing, sales and other resources than we do.

Our operations are subject to the strength or weakness of our customers’ businesses, and we may not be able to mitigate that risk.

A large percentage of our business is attributable to customers in industries which are sensitive to general economic conditions. During periods of economic slowdown or during periods of weak business results, our customers often reduce their capital and advertising expenditures and defer or cancel pending projects, facilities upgrades or promotional activities. Such developments occur even among customers that are not experiencing financial difficulties.

For example, in 2008, a very large U.S.-based mortgage company, which was at the time one of our largest Enterprise Solutions customers, did not buy any of our products as a result of the economic downturn. Similar slowdowns could affect our customers in the hospitality industry in the wake of terrorist attacks, economic downturns or material changes in corporate travel habits. In addition, expenditures by advertisers tend to be cyclical, reflecting economic conditions, budgeting and buying patterns. Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising spending.

Continued weakness in the industries we serve has had, and may in the future have, an adverse effect on sales of our products and our results of operations. A long term continued or heightened economic downturn in one or more of the key industries that we serve, or in the worldwide economy, could cause actual results of operations to differ materially from historical and expected results.

Furthermore, even in the absence of a downturn in general economic conditions, our customers may reduce the money they spend on our products and services for a number of other reasons, including:

a decline in economic conditions in an industry we serve;

a decline in advertising or capital spending in general;

a decision to shift expenditures to competing products;

unfavorable local or regional economic conditions; or

a downturn in an individual business sector or market.

Such conditions could have a material and adverse effect on our ability to generate revenue from our products and services, with a corresponding adverse effect on our financial condition and results of operations.

The recent and ongoing global economic uncertainty may adversely impact our business, operating results or financial condition.

As widely reported, financial markets in the U.S., Europe and Asia have experienced extreme disruption since late 2008, and while there has been improvement in recent years, the worldwide economy remains fragile as uncertainty remains regarding when the economy will improve to historical growth levels. Any return to the conditions that existed during the recent recession or other unfavorable changes in economic conditions, including declining consumer confidence, concerns about inflation or deflation, the threat of another recession, increases in the rates of default and bankruptcy and extreme volatility in the credit and equity markets, may lead to decreased demand or delay in payments by our customers or to slowing of their payments to us, and our results of operations and financial condition could be adversely affected by these actions. These challenging economic conditions also may result in:

increased competition for fewer industry dollars;

pricing pressure that may adversely affect revenue and gross margin;

reduced credit availability and/or access to capital markets;

difficulty forecasting, budgeting and planning due to limited visibility into the spending plans of current or prospective customers; or

customer financial difficulty and increased risk of doubtful accounts receivable.

Currency fluctuations may adversely affect our business.

For the nine months ended September 30, 2015, approximately 35% of our revenues were generated outside of the United States. Accordingly, we receive a significant portion of our revenues in pounds sterling, euros, and other foreign currencies. However, for financial reporting purposes, we use the U.S. dollar. To the extent the U.S. dollar strengthens against the pounds sterling and other foreign currencies, the translation of foreign currency denominated transactions will result in reduced revenue, operating expenses and net income for us. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge our exchange rate risks.

A higher percentage of our sales and profitability occur in the third and fourth quarters.

We sell more of our products in the third and fourth quarters because of traditional technology buying patterns of our customers. Corporate year end budgets, government buying and regional economics will affect the amount of our products and services that will fit into customers’ budgets late in the year. Any unanticipated decrease in demand for our products during the third and fourth quarters could have an adverse effect on our annual sales and profitability. In addition, slower selling cycles during the first and second quarters may adversely affect our stock price.

Our quarterly revenues and operating results are difficult to predict and may fluctuate significantly in the future.

Our quarterly revenues and operating results are difficult to predict and may fluctuate significantly from quarter to quarter. These fluctuations may cause the market price of our common stock to decline. We base our planned operating expenses in part on expectations of future revenues, and our expenses are relatively fixed in the short term. If revenues for a particular quarter are lower than we expect, we may be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results for that quarter. In future periods, our revenue and operating results may be below the expectation of analysts and investors, which may cause the market price of our common stock to decline. Factors that are likely to cause our revenues and operating results to fluctuate include those discussed elsewhere in this section.

Implementation and integration of new products, such as expanding our software, media player and services product portfolios, could harm our results of operations.

A key component of our growth strategy is to develop and market new products. We may be unable to produce new products and services that meet customers’ needs or specifications. If we fail to meet specific product specifications requested by a customer, the customer may have the right to seek an alternate source for a product or service or to terminate an underlying agreement. A failure to successfully meet the specifications of our potential customers could decrease demand or otherwise significantly hinder market adoption of our products and may have a material adverse effect on our business, financial condition or results of operations.

The process of introducing a new product to the market is extremely complex, time consuming and expensive, and will become more complex as new platforms and technologies emerge. In the event we are not successful in developing a wide range of offerings or do not gain wide acceptance in the marketplace, we may not recoup our investment costs, and our business, financial condition and results of operations may be materially adversely affected.

Shortages of components or a loss of, or problems with, a supplier could result in a disruption in the installation or operation of our products or services.

From time to time, we have experienced delays in manufacturing our products for several reasons, including component delivery delays, component shortages and component quality deficiencies. Component shortages, delays in the delivery of components and supplier product quality deficiencies may occur in the future. These delays or problems have in the past and could in the future result in delivery delays, reduced revenues, strained relations with customers and loss of business. Also, in an effort to avoid actual or perceived component shortages, we may purchase more components than we may otherwise require. Excess component inventory resulting from over-purchases, obsolescence, installation cancellations or a decline in the demand for our products could result in equipment impairment, which in the past has had and in the future would have a negative effect on our financial results.

We obtain several of the components used in our products from limited sources. We rarely have guaranteed supply arrangements with our suppliers, and cannot be sure that suppliers will be able to meet our current or future component requirements. If component manufacturers do not allocate a sufficient supply of components to meet our needs or if current suppliers do not provide components of adequate quality or compatibility, we may have to obtain these components at a higher cost from distributors or on the spot market. If we are forced to use alternative suppliers of components, we may have to alter our manufacturing processes or solutions offerings to accommodate these components. Modification of our manufacturing processes or our solutions offerings to use alternative components could cause significant delays and reduce our ability to generate revenues.

The failure of our service providers to provide, install and maintain our equipment could result in service interruptions and damage to our business.

We are and will continue to be significantly dependent upon third-party service providers to provide, install and maintain relevant video display and media player equipment at our installations. The failure of any third-party provider to continue to perform these services adequately and timely could interrupt our business and damage our relationship with our partners and their relationship with consumers. Any outage would also impact our ability to deliver on the contracted service levels, which would prevent us from recognizing revenues.

We rely on third parties for data transmission, and the interruption or unavailability of adequate bandwidth for transmission could prevent us from distributing our programming as planned.

We transmit the majority of the content that we provide to our partners and customers using Internet connectivity supplied by a variety of third-party network providers. We also rely on the networks of some of our partners to transmit content to individual screens. If we or our partners experience failures or limited network capacity, we may be unable to maintain programming and meet our advertising commitments. Problems with data transmission may be due to hardware failures, operating system failures or other causes beyond our control. In addition, there are a limited number of Internet providers with whom we could contract, and we may be unable to replace our current providers on favorable terms, if at all. If the transmission of data to our partners or customers becomes unavailable, limited due to bandwidth constraints or is interrupted or delayed because of necessary equipment changes, our partner and customer relationships and our ability to obtain revenues from current and new partners and customers could suffer.

Our products often operate on the same network used by our customers for other aspects of their businesses, and we may be held responsible for defects or breakdowns in these networks if it is believed that such defects or breakdowns were caused by our products.

Our products are operated across our customers’ proprietary networks, which are used to operate other aspects of these customers’ businesses. In these circumstances, any defect or virus that occurs on our products may enter a customer’s network, which could impact other aspects of the customer’s business. The impact on a customer’s business could be severe, and if we were held responsible, it could have an adverse effect on our customer relationships and on our operating results.

The content we distribute to partners and customers may expose us to liability.

We provide or facilitate the distribution of content for our partners and customers. This content includes advertising-related content, as well as movie and television content and other media, much of which is obtained from third parties. As a distributor of content, we face potential liability for negligence, copyright, patent or trademark infringement, or other claims based on the content that we distribute. We or entities that we license content from may not be adequately insured or indemnified to cover claims of these types or liability that may be imposed on us.

The growth of our business is dependent in part on successfully implementing our international expansion strategy.

Our growth strategy includes expanding our geographic coverage in or into Europe, the Middle East, and other countries. In many cases, we have limited experience in these regions, and may encounter difficulties due to different technology standards, legal considerations, language barriers, distance and cultural differences. We may not be able to manage operations in these regions effectively and efficiently or compete effectively in these new markets. If we do not generate sufficient revenues from these regions to offset the expense of expansion into these regions, or if we do not effectively manage accounts receivable, foreign currency exchange rate fluctuations and taxes, our business and our ability to increase revenues and enhance our operating results could suffer.

Our operations are subject to numerous U.S. and foreign laws, regulations and restrictions affecting our services, solutions, labor and the markets in which we operate, and non-compliance with these laws, regulations and restrictions could have a material adverse effect on our business and financial condition.

Various aspects of our services and solutions offerings are subject to U.S. federal, state and local regulation, as well as regulations outside the United States. Failure to comply with regulations may result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of service, and/or the imposition of civil and criminal penalties, including fines which could have a material adverse effect on our business, reputation and financial condition. In addition, our international business subjects us to numerous U.S. and foreign laws and regulations, including, without limitation, the Foreign Corrupt Practices Act (“FCPA”). We hold contracts with various instrumentalities of foreign governments, potentially increasing our FCPA compliance risk. Our failure or the failure of our sales representatives or consultants to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation. In addition, even an inadvertent failure to comply with laws and regulations, as well as rapidly evolving social expectations of corporate fairness, could damage our reputation and brands.

We are subject to risks related to our international operations.

We currently have direct sales coverage in North America, the United Kingdom and the United Arab Emirates, as well as coverage of emerging markets through distributors, value added resellers and system integrators in Europe, Asia and the Middle East. 39.2% and 34.7% of our revenue was derived from international markets in 2014 and 2015, respectively, and we hope to expand the volume of the services and solutions that we provide internationally. Our international operations subject us to additional risks, including:

uncertainties concerning import and export license requirements, tariffs and other trade barriers;

restrictions on repatriating foreign profits back to the United States;

changes in foreign policies and regulatory requirements;

inadequate intellectual property protection in foreign countries;

difficulty in enforcing agreements in foreign legal systems;

changes in, or unexpected interpretations of, intellectual property laws in any country in which we operate;

difficulties in staffing and managing international operations;

taxation issues;

political, cultural and economic uncertainties; and

potential disruption due to terrorist threat or action in certain countries in which we operate.

These risks could restrict our ability to provide services to international clients and could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to receive or retain the necessary licenses or authorizations required for us to export or re-export our products, technical data or services, which could have a material adverse effect on our business, financial condition and results of operations.

In order for us to export certain services or solutions, we are required to obtain licenses from the U.S. government. We cannot be sure of our ability to obtain the U.S. government licenses or other approvals required to export our services and solutions for sales to foreign governments, foreign commercial clients or foreign destinations. Failure to receive required licenses or authorizations could hinder our ability to export our services and solutions and could harm our business, financial condition and results of operations. Export transactions may also be subject to the import laws of the importing and destination countries. If we fail to comply with these import laws, our ability to sell our services and solutions may be negatively impacted which would have a material adverse effect on our business and results of operations.

If we fail to manage our growth effectively, we may not be able to take advantage of market opportunities or execute on expansion strategies.

We have expanded, and continue to expand, our operations into new markets. The growth in our business and operations has required, and will continue to require, significant attention from management and place a strain on operational systems and resources. To accommodate this growth, we will need to upgrade, improve or implement a variety of operational and financial systems, procedures and controls, including the improvement of accounting and other internal management systems, all of which require substantial management efforts.

We will also need to continue to expand, train, manage and motivate our workforce, manage our relationships with our customers, and add sales and marketing offices and personnel to service these relationships. All of these endeavors will require substantial managerial efforts and skill, and incur additional expenditures. We may not be able to manage our growth effectively and, as a result, may not be able to take advantage of market opportunities, execute on expansion strategies or meet the demands of our customers.

We may not be able to generate sufficient cash to service our debt obligations.

Effective November 2, 2015, we obtained the Revolving Facility, pursuant to which we may borrow up to $7.5 million from time to time. The Revolving Facility is secured by a first-priority security interest in substantially all of our assets. Our ability to make payments on and to refinance our outstanding indebtedness will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If we are unable to make payments or otherwise default on our debt obligations, the lender could foreclose on our assets, which would have a material adverse effect on our business, financial condition and results of operations.

Our outstanding indebtedness requires us to comply with certain financial covenants, the default of which may result in the acceleration of our indebtedness.

The Revolving Facility contains financial and operational covenants, including covenants requiring us to achieve specified levels of consolidated EBITDA. Failure to comply with these or other covenants in our senior credit facility would result in an event of default. In the event of any default under our senior credit facility, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be immediately due and payable and could foreclose on our assets.

We may not realize the anticipated benefits of future acquisitions or investments.

We have grown our businesses in part through acquisitions. For example, AFS Message-Link and Dacon, Ltd. are companies that Symon purchased in 2006 and 2008, respectively. AFS Message-Link allowed Symon to enter the hospitality digital markets as a key industry participant, and Symon’s acquisition of Dacon, a company based in the United Kingdom, expanded Symon’s contact center market presence and its base of large resellers. As part of our business strategy, we intend to make future acquisitions of, or investments in, technologies, products and businesses that we believe could complement or expand our business, enhance our technical capabilities or offer growth opportunities. However, we may be unable to identify suitable acquisition candidates in the future or make these acquisitions on a commercially reasonable basis, or at all. In addition, we may spend significant management time and resources in analyzing and negotiating acquisitions or investments that do not come to fruition. These resources could otherwise be spent on our own customer development, marketing and customer sales efforts and research and development.

Any future acquisitions and investments we may undertake, subject us to various risks, including:

failure to transition key customer relationships and sustain or grow sales levels, particularly in the short-term;

loss of key employees related to acquisitions;

inability to successfully integrate acquired technologies or operations;

failure to realize anticipated synergies in sales, marketing and distribution;

diversion of management’s attention;

adverse effects on our existing business relationships;

potentially dilutive issuances of equity securities or the incurrence of debt or contingent liabilities;

expenses related to amortization of intangible assets and potential write-offs of acquired assets; and

the inability to recover the costs of acquisitions.

If our acquisition strategy is not effective, we may not be able to expand our business as expected. In addition, our operating expenses may increase more than our revenues as a result of such expansion efforts, which could materially impact our operating results and our stock price.

Our strategy to expand our sales and marketing operations and activities may not generate the revenue increases anticipated or such revenue increases may only be realized over a longer period than currently expected.

Building a digital signage solutions customer base and achieving broader market acceptance of our digital signage solutions will depend to a significant extent on our ability to expand our sales and marketing operations and activities. We plan to expand our direct sales force both domestically and internationally; however, there is significant competition for direct sales personnel with the sales skills and technical knowledge that we require. Our ability to achieve significant growth in revenue in the future will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of direct sales personnel. Our business could be harmed if our sales and marketing expansion efforts do not generate a corresponding significant increase in revenue.

We must adapt our business model to keep pace with rapid changes in the visual communications market, including rapidly changing technologies and the development of new products and services.

Providing visual communications solutions is a relatively new and rapidly evolving business, and we will not be successful if our business model does not keep pace with new trends and developments. If we are unable to adapt our business model to keep pace with changes in the industry, or if we are unable to continue to demonstrate the value of our services to our customers, our business, results of operations, financial condition and liquidity could be materially adversely affected. Our success is also dependent on our ability to adapt to rapidly changing technology and to make investments to develop new products and services. Accordingly, to maintain our competitive position and our revenue base, we must continually modernize and improve the features, reliability and functionality of our products and services. Future technological advances may result in the availability of new service or product offerings or increase in the efficiency of our existing offerings. Some of our competitors have longer operating histories, larger client bases, longer relationships with clients, greater brand or name recognition, or significantly greater financial, technical, marketing and public relations resources than we do. As a result, they may be in a position to respond more quickly to new or emerging technologies and changes in customer requirements, and to develop and promote their products and services more effectively than we can. We may not be able to adapt to such technological changes or offer new products on a timely or cost effective basis or establish or maintain competitive positions. If we are unable to develop and introduce new products and services, or enhancements to existing products and services, in a timely and successful manner, our business, results of operations, financial condition and liquidity could be materially and adversely affected.

We rely significantly on information systems and any failure, inadequacy, interruption or security failure of those systems could harm our ability to effectively operate our business, harm our net sales, increase our expenses and harm our reputation.

Our ability to effectively serve our customers on a timely basis depends significantly on our information systems. To manage the growth of our operations, we will need to continue to improve and expand our operational and financial systems, internal controls and business processes; in doing so, we could encounter implementation issues and incur substantial additional expenses. The failure of our information systems to operate effectively, problems with transitioning to upgraded or replacement systems or a breach in security of these systems could adversely impact financial accounting and reporting, efficiency of our operations and our ability to properly forecast earnings and cash requirements. We could be required to make significant additional expenditures to remediate any such failure, problem or breach. Such events may have a material adverse effect on us.

Our current or future internet-based operations may be affected by our reliance on third-party hardware and software providers, technology changes, risks related to the failure of computer systems that operate our internet business, telecommunications failures, electronic break-ins and similar disruptions. Furthermore, our ability to conduct business on the internet may be affected by liability for online content, patent infringement and state and federal privacy laws.

In addition, we may now and in the future implement new systems to increase efficiencies and profitability. To manage growth of our operations and personnel, we will need to continue to improve and expand our operational and financial systems, internal controls and business processes. When implementing new or changing existing processes, we may encounter transitional issues and incur substantial additional expenses.

Experienced computer programmers and hackers, or even internal users, may be able to penetrate our network security and misappropriate our confidential information or that of third parties, including our customers, create system disruptions or cause shutdowns. In addition, employee error, malfeasance or other errors in the storage, use or transmission of any such information could result in a disclosure to third parties outside of our network. As a result, we could incur significant expenses addressing problems created by any such inadvertent disclosure or any security breaches of its network. Any compromise of customer information could subject us to customer or government litigation and harm our reputation, which could adversely affect our business and growth.

We may not obtain sufficient patent protection for our systems, processes and technology, which could harm our competitive position and increase our expenses.

Our success and ability to compete depends in some regard upon the protection of our proprietary technology. As of September 30, 2015, we held four issued patents in the United States. Any patents issued may provide only limited protection for our technology and the rights that may be granted under any future issued patents may not provide competitive advantages to us. Also, patent protection in foreign countries may be limited or unavailable where we need this protection. Competitors may independently develop similar technologies, design around our patents or successfully challenge any issued patent that we hold.

We rely upon trademark, copyright and trade secret laws and contractual restrictions to protect our proprietary rights, and if these rights are not sufficiently protected, our ability to compete and generate revenues could be harmed.

We rely on a combination of trademark, copyright and trade secret laws, and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect our proprietary rights. Our ability to compete and expand our business could suffer if these rights are not adequately protected. We seek to protect our source code for our software, design code for our advertising network, documentation and other written materials under trade secret and copyright laws. We license our software under signed license agreements, which impose restrictions on the licensee’s ability to use the software. We also seek to avoid disclosure of our intellectual property by requiring employees and consultants with access to our proprietary information to execute confidentiality and invention assignment agreements. The steps taken by us to protect our proprietary information may not be adequate to prevent misappropriation of our technology. Our proprietary rights may not be adequately protected because:

laws and contractual restrictions may not prevent misappropriation of our technologies or deter others from developing similar technologies; and

policing unauthorized use of our products and trademarks is difficult, expensive and time-consuming, and we may be unable to determine the extent of any unauthorized use.

The laws of certain foreign countries may not protect the use of unregistered trademarks or our proprietary technologies to the same extent as do the laws of the United States. As a result, international protection of our image may be limited and our right to use our trademarks and technologies outside the United States could be impaired. Other persons or entities may have rights to trademarks that contain portions of our marks or may have registered similar or competing marks for digital signage in foreign countries. There may also be other prior registrations of trademarks identical or similar to our trademarks in other foreign countries. Our inability to register our trademarks or technologies or purchase or license the right to use the relevant trademarks or technologies in these jurisdictions could limit our ability to penetrate new markets in jurisdictions outside the United States.

We have not registered copyrights for many of our software, written materials or other copyrightable works. The United States Copyright Act automatically protects all of our copyrightable works, but, without registration, we cannot enforce those copyrights against infringers or seek certain statutory remedies for any such infringement. Preventing others from copying our products, written materials and other copyrightable works is important to our overall success in the marketplace. In the event we decide to enforce any of our unregistered copyrights against infringers, we will first be required to register the relevant copyrights, and we cannot be sure that all of the material for which we seek copyright registration would be registrable, in whole or in part, or that, once registered, we would be successful in bringing a copyright claim against any such infringers.

Litigation may be necessary to protect our trademarks and other intellectual property rights, to enforce these rights or to defend against claims by third parties alleging that we infringe, dilute or otherwise violate third-party trademark or other intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, or whether successful or not, could result in substantial costs and diversion of our resources, which could have a material adverse effect on our business, financial condition, results of operations or cash flows. Any intellectual property litigation or claims against us could result in the loss or compromise of our intellectual property rights, could subject us to significant liabilities, require us to seek licenses on unfavorable terms, if available at all or prevent us from manufacturing or selling certain products, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We may face intellectual property infringement claims that could be time-consuming, costly to defend and result in its loss of significant rights.

Other parties may assert intellectual property infringement claims against us, and our products may infringe the intellectual property rights of third parties. From time to time, we receive letters alleging infringement of intellectual property rights of others. We may also initiate claims against third parties to defend our intellectual property. Intellectual property litigation is expensive and time-consuming and could divert management’s attention from our core business. If there is a successful claim of infringement against us, we may be required to pay substantial damages to the party claiming infringement, develop non-infringing technology or enter into royalty or license agreements that may not be available on acceptable terms, if at all. Our failure to develop non-infringing technologies or license the proprietary rights on a timely basis could harm our business. Also, we may be unaware of filed patent applications that relate to our products. Parties making infringement claims may be able to obtain an injunction, which could prevent us from operating portions of our business or using technology that contains the allegedly infringing intellectual property. Any intellectual property litigation could adversely affect our business, financial condition or results of operations.

We depend on key executive management and other key personal, and may not be able to retain or replace these individuals or recruit additional personnel, which could harm our business.

We depend on the leadership and experience of our key executive management, as well as other key personnel with specialized industry, sales and technical knowledge and/or industry relationships. Because of the intense competition for these employees, particularly in certain of the metropolitan areas in which we operate, we may be unable to retain our management team and other key personnel and may be unable to find qualified replacements if their services were no longer available to us. Most of our key employees are employed on an “at will” basis and we do not have key-man life insurance covering any of our employees. The loss of the services of any of our executive management members or other key personnel could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs, or at all.

Our facilities are located in areas that could be negatively impacted by war, terrorist acts or natural disasters.

Our business operations depend on our ability to maintain and protect our facilities, computer systems and personnel, which are primarily located in Addison, Texas. In addition, we manage our networks from our headquarters in Addison. Addison is located in an area that experiences frequent severe weather, including tornadoes. Should a tornado, war, terrorist act or other catastrophe, such as fires, floods, power loss, communication failure or similar events, disable our facilities, our operations would be disrupted. While we have developed a backup and recovery plan, such plan may not ultimately prove effective.

Government regulation of the telecommunications and advertising industries could require us to change our business practices and expose us to legal action.

The Federal Communications Commission, or the FCC, has broad jurisdiction over the telecommunications industry in the United States, and the governments of other nations have regulatory bodies performing similar functions. FCC licensing, program content and related regulations generally do not currently affect us. However, the FCC or analogous agencies in other countries could promulgate new regulations that impact our business directly or indirectly or interpret existing laws in a manner that would cause us to incur significant compliance costs or force us to alter our business strategy.

FCC (and similar foreign agency) regulations also affect many of our content providers and, therefore, these regulations may indirectly affect our business. In addition, the advertising industry is subject to regulation by the Federal Trade Commission, the Food and Drug Administration and other federal and state agencies, and to review by various civic groups and trade organizations, including the National Advertising Division of the Council of Better Business Bureaus. New laws or regulations governing advertising could substantially harm our business.

We may also be required to obtain various regulatory approvals from local, state or national governmental bodies. We may not be able to obtain any required approvals, and any approval may be granted on terms that are unacceptable to us or that adversely affect our business.

Changes in regulations relating to Wi-Fi networks or other areas of the Internet may require us to alter our business practices or incur greater operating expenses.

A number of regulations, including those referenced below, may impact our business as a result of our use of Wi-Fi networks. The Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, liability for distributing materials that infringe copyrights or other rights. Portions of the Communications Decency Act are intended to provide statutory protections to online service providers who distribute third-party content. The Child Online Protection Act and the Children’s Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. The costs of compliance with these regulations, and other regulations relating to our Wi-Fi networks or other areas of our business, may be significant. The manner in which these and other regulations may be

interpreted or enforced may subject us to potential liability, which in turn could have an adverse effect on our business, financial condition or results of operations. Changes to these and other regulations may impose additional burdens on us or otherwise adversely affect our business and financial results because of, for example, increased costs relating to legal compliance, defense against adverse claims or damages, or the reduction or elimination of features, functionality or content from our Wi-Fi networks. Likewise, any failure on our part to comply with these and other regulations may subject us to additional liabilities.

Risks Related to Our Common Stock

The concentration of our capital stock ownership with insiders will likely limit your ability to influence corporate matters.

As of September 30, 2015, SCG Financial Holdings LLC (the “Sponsor”) and affiliated persons (including Gregory H. Sachs, our Executive Chairman) and entities together beneficially owned approximately 55% of our outstanding common stock. As a result, these persons and entities have the ability to exercise control over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate action might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change in control of our company that other stockholders may view as beneficial.

We have received a delisting notice from Nasdaq and there can be no assurance that our securities will continue to be listed on Nasdaq.

On August 25, 2015 we received a written notice from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(1), which requires us to maintain a minimum bid price of $1.00 per share. Nasdaq rules permit us up to 180 calendar days thereafter to regain compliance by maintaining a minimum bid price of $1.00 per share for at least ten consecutive business days, and for an optional additional cure period. There is no assurance that we will regain compliance with all of NASDAQ’s initial listing requirements by February 22, 2015 or any additional cure period that may be granted.

To the extent that we are unable to resolve any listing deficiency, there is a risk that our common stock may be delisted from Nasdaq and would likely trade only on the over-the-counter market (the “OTC”). If our common stock were to trade on the OTC, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and security analysts’ coverage may be reduced. In addition, in the event our common stock is delisted, broker-dealers transacting in our common stock would be subject to certain additional regulatory burdens, which may discourage them from effecting transactions in our common stock, thus further limiting the liquidity of our common stock and potentially resulting in lower prices and larger spreads in the bid and ask prices for our common stock. While there are currently options available to the Company to delay, or possibly avoid, a delisting, there is no assurance that any efforts to delay or avoid a delisting will be successful.

Compliance with the Sarbanes-Oxley Act of 2002 requires substantial financial and management resources.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on our system of internal controls and, if and when we are no longer a “smaller reporting company,” will require that we have such system of internal controls audited. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or Stockholder litigation. Any inability to provide reliable financial reports could harm our business. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities.

Provisions in our charter documents and Delaware law may discourage or delay an acquisition that stockholders may consider favorable, which could decrease the value of our common stock.

Our certificate of incorporation, our bylaws, and Delaware corporate law contain provisions that could make it harder for a third party to acquire us without the consent of our board of directors. These provisions include those that: authorize the issuance of up to 1,000,000 shares of preferred stock in one or more series without a stockholder vote; limit stockholders’ ability to call special meetings; establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and provide for staggered terms for our directors. In addition, in certain circumstances, Delaware law also imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.

We have not paid cash dividends to our shareholders and currently have no plans to pay future cash dividends.

We plan to retain earnings to finance future growth and have no current plans to pay cash dividends to shareholders. In addition, our credit facility restricts our ability to pay dividends. Because we have not paid cash dividends, holders of our securities will experience a gain on their investment in our securities only in the case of an appreciation of value of our securities. You should neither expect to receive dividend income from investing in our securities nor an appreciation in value.

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

None.

Item 6. Exhibits


Exhibit Number		Exhibit

3.1		Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 12, 2013 (1)
3.2		Form of Certificate of Designation of Series A Convertible Preferred Stock (2)
3.2		Amended and Restated Bylaws (3)
31.1*		Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act of 1934, as amended.
32.1*		Certification of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document


*	Filed herewith
(1)	Incorporated by reference to an exhibit to the Current Report on Form 8-K of RMG Networks Holding Corporation filed with the Securities and Exchange Commission on July 18, 2013.
(2)	Incorporated by reference to an exhibit to the Current Report on Form 8-K of RMG Networks Holding Corporation filed with the Securities and Exchange Commission on March 25, 2015.
(3)	Incorporated by reference to an exhibit to the Current Report on Form 8-K of RMG Networks Holding Corporation filed with the Securities and Exchange Commission on July 24, 2014.

SIGNATURES

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


	RMG NETWORKS HOLDING CORPORATION

	By:	/s/ Robert Michelson
		Robert Michelson
		President and Chief Executive Officer (principal executive officer)


	By:	/s/ Jana Ahlfinger Bell
		Jana Ahlfinger Bell
		Chief Financial Officer (principal financial officer)

Date: November 16, 2015

EXHIBIT INDEX

Exhibit Number		Exhibit

3.1		Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 12, 2013 (1)
3.2		Form of Certificate of Designation of Series A Convertible Preferred Stock (2)
3.3		Amended and Restated Bylaws (3)
31.1*		Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act of 1934, as amended.
32.1*		Certification of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document


*	Filed herewith
(1)	Incorporated by reference to an exhibit to the Current Report on Form 8-K of RMG Networks Holding Corporation filed with the Securities and Exchange Commission on July 18, 2013.
(2)	Incorporated by reference to an exhibit to the Current Report on Form 8-K of RMG Networks Holding Corporation filed with the Securities and Exchange Commission on March 25, 2015.
(3)	Incorporated by reference to an exhibit to the Current Report on Form 8-K of RMG Networks Holding Corporation filed with the Securities and Exchange Commission on July 24, 2014.

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