UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-35958
DIGITAL TURBINE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
22-2267658
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
111 Nueces Street, Austin TX
 
78701
(Address of Principal Executive Offices)
 
(Zip Code)
(512) 387-7717
(Registrant’s Telephone Number, Including Area Code)

N/A
(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 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 ý    No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý    No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting, or an emerging growth company. See definitions of a “large accelerated filer,” “accelerated filer,”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One)
Large Accelerated Filer
¨
Accelerated Filer
ý
 
 
 
 
Non-accelerated Filer
¨  (do not check if smaller reporting company)
Smaller Reporting Company
¨
 
 
 
 
Emerging Growth Company
¨

 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).    Yes ¨    No ý
As of October 26, 2018, the Company had 77,656,526 shares of its common stock, $0.0001 par value per share, outstanding.



Digital Turbine, Inc.
FORM 10-Q QUARTERLY REPORT FOR THE QUARTER ENDED September 30, 2018
TABLE OF CONTENTS
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
 
 
Item 1.
 
 
 
Item 1 (A).
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
 
 
 
 
 



PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Digital Turbine, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except par value and share amounts)
 
 
September 30, 2018
 
March 31, 2018
 
 
(Unaudited)
 
 
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash
 
$
8,349

 
$
12,720

Restricted cash
 
431

 
331

Accounts receivable, net of allowances of $866 and $512, respectively
 
20,862

 
17,050

Deposits
 
152

 
151

Prepaid expenses and other current assets
 
716

 
750

Current assets held for disposal
 
3,672

 
8,753

Total current assets
 
34,182

 
39,755

Property and equipment, net
 
3,053

 
2,757

Deferred tax assets
 
655

 
596

Intangible assets, net
 
561

 
1,231

Goodwill
 
42,266

 
42,268

TOTAL ASSETS
 
$
80,717

 
$
86,607

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
26,752

 
$
19,895

Accrued license fees and revenue share
 
5,717

 
8,232

Accrued compensation
 
581

 
2,966

Short-term debt, net of debt issuance costs of $120 and $205, respectively
 
1,480

 
1,445

Other current liabilities
 
1,477

 
1,142

Current liabilities held for disposal
 
5,915

 
12,726

Total current liabilities
 
41,922

 
46,406

Convertible notes, net of debt issuance costs and discounts of $1,482 and $1,827, respectively
 
3,418

 
3,873

Convertible note embedded derivative liability
 
1,728

 
4,676

Warrant liability
 
1,484

 
3,980

Total liabilities
 
48,552

 
58,935

Stockholders' equity
 
 
 
 
Preferred stock
 
 
 
 
Series A convertible preferred stock at $0.0001 par value; 2,000,000 shares authorized, 100,000 issued and outstanding (liquidation preference of $1,000)
 
100

 
100

Common stock
 
 
 
 
$0.0001 par value: 200,000,000 shares authorized; 78,214,570 issued and 77,480,114 outstanding at September 30, 2018; 76,843,278 issued and 76,108,822 outstanding at March 31, 2018
 
10

 
10

Additional paid-in capital
 
320,361

 
318,066

Treasury stock (754,599 shares at September 30, 2018 and March 31, 2018)
 
(71
)
 
(71
)
Accumulated other comprehensive loss
 
(323
)
 
(325
)
Accumulated deficit
 
(287,912
)
 
(290,108
)
Total stockholders' equity
 
32,165

 
27,672

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
80,717

 
$
86,607

The accompanying notes are an integral part of these consolidated financial statements.

3


Digital Turbine, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income / (Loss) (Unaudited)
(in thousands, except per share amounts)
 
 
Three months ended September 30,
 
Six months ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Net revenues
 
$
23,854

 
$
15,905

 
$
45,966

 
$
31,058

Cost of revenues
 
 
 
 
 
 
 
 
License fees and revenue share
 
15,802

 
9,865

 
31,018

 
19,457

Other direct cost of revenues
 
508

 
430

 
1,015

 
839

Total cost of revenues
 
16,310

 
10,295

 
32,033

 
20,296

Gross profit
 
7,544

 
5,610

 
13,933

 
10,762

Operating expenses
 
 
 
 
 
 
 
 
Product development
 
2,637

 
2,241

 
5,746

 
4,415

Sales and marketing
 
1,913

 
1,284

 
3,749

 
2,421

General and administrative
 
2,679

 
3,551

 
5,383

 
6,909

Total operating expenses
 
7,229

 
7,076

 
14,878

 
13,745

Income / (loss) from operations
 
315

 
(1,466
)
 
(945
)
 
(2,983
)
Interest and other income / (expense), net
 
 
 
 
 
 
 
 
Interest expense
 
(135
)
 
(662
)
 
(454
)
 
(1,369
)
Foreign exchange transaction gain / (loss)
 
1

 
(47
)
 
9

 
(110
)
Change in fair value of convertible note embedded derivative liability
 
952

 
(3,344
)
 
2,572

 
(4,652
)
Change in fair value of warrant liability
 
926

 
(1,164
)
 
2,496

 
(1,628
)
Loss on extinguishment of debt
 
(15
)
 
(882
)
 
(15
)
 
(882
)
Other income / (expense)
 
1

 
78

 
(126
)
 
81

Total interest and other income / (expense), net
 
1,730

 
(6,021
)
 
4,482

 
(8,560
)
Income / (loss) from continuing operations before income taxes
 
2,045

 
(7,487
)
 
3,537

 
(11,543
)
Income tax benefit
 
(23
)
 
(884
)
 
(59
)
 
(853
)
Net income / (loss) from continuing operations, net of taxes
 
2,068

 
(6,603
)
 
3,596

 
(10,690
)
Income / (loss) from discontinued operations
 
(356
)
 
145

 
(1,400
)
 
57

Net income / (loss) from discontinued operations, net of taxes
 
(356
)
 
145

 
(1,400
)
 
57

Net income / (loss)
 
$
1,712

 
$
(6,458
)
 
$
2,196

 
$
(10,633
)
Foreign currency translation adjustment
 
—

 
(5
)
 
—

 
(5
)
Comprehensive income / (loss)
 
$
1,712

 
$
(6,463
)
 
$
2,196

 
$
(10,638
)
Basic and diluted net income / (loss) per common share
 
 
 
 
 
 
 
 
Continuing operations
 
0.03

 
(0.10
)
 
0.05

 
(0.16
)
Discontinued operations
 
(0.01
)
 
—

 
(0.02
)
 
—

Net income / (loss)
 
0.02

 
(0.10
)
 
0.03

 
(0.16
)
Weighted-average common shares outstanding, basic
 
77,193

 
66,846

 
76,644

 
66,723

Weighted-average common shares outstanding, diluted
 
78,780

 
66,846

 
79,019

 
66,723

The accompanying notes are an integral part of these consolidated financial statements.

4


Digital Turbine, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
 
 
Six months ended September 30,
 
 
2018
 
2017
Cash flows from operating activities
 
 

 
 

Net income / (loss) from continuing operations, net of taxes
 
$
3,596

 
$
(10,690
)
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
 
 
 
 
Depreciation and amortization
 
1,436

 
1,289

Loss on disposal of fixed assets
 
—

 
—

Change in allowance for doubtful accounts
 
354

 
204

Amortization of debt discount and debt issuance costs
 
188

 
680

Stock-based compensation
 
942

 
1,360

Stock-based compensation for services rendered
 
208

 
150

Change in fair value of convertible note embedded derivative liability
 
(2,572
)
 
4,652

Change in fair value of warrant liability
 
(2,496
)
 
1,628

Loss on extinguishment of debt
 
15

 
882

(Increase) / decrease in assets:
 
 
 
 
Accounts receivable
 
(4,166
)
 
(5,482
)
Deposits
 
—

 
4

Deferred tax assets
 
(59
)
 
(336
)
Prepaid expenses and other current assets
 
33

 
52

Increase / (decrease) in liabilities:
 
 
 
 
Accounts payable
 
6,857

 
4,699

Accrued license fees and revenue share
 
(2,515
)
 
828

Accrued compensation
 
(2,378
)
 
665

Accrued interest
 
3

 
(24
)
Other current liabilities
 
408

 
(73
)
Other non-current liabilities
 
(11
)
 
(529
)
Net cash used in operating activities - continuing operations
 
(157
)
 
(41
)
Net cash used in operating activities - discontinued operations
 
(3,098
)
 
(1,339
)
Net cash used in operating activities
 
(3,255
)
 
(1,380
)

 
 
 
 
Cash flows from investing activities
 
 

 
 

Capital expenditures
 
(1,085
)
 
(748
)
Net cash used in investing activities - continuing operations
 
(1,085
)
 
(748
)
Net cash used in investing activities - discontinued operations
 
(41
)
 
(75
)
Net cash used in investing activities
 
(1,126
)
 
(823
)

 
 
 
 
Cash flows from financing activities
 
 

 
 

Proceeds from short-term borrowings
 
—

 
2,500

Options exercised
 
160

 
19

Repayment of debt obligations
 
(50
)
 
(247
)
Payment of debt issuance costs
 
—

 
(346
)
Net cash provided by financing activities
 
110

 
1,926

 
 
 
 
 
Effect of exchange rate changes on cash
 
—

 
(5
)
 
 
 
 
 
Net change in cash
 
(4,271
)
 
(282
)
 
 
 
 
 
Cash and restricted cash, beginning of period
 
13,051

 
6,480

 
 
 
 
 
Cash and restricted cash, end of period
 
$
8,780

 
$
6,198

 
 
 
 
 
Supplemental disclosure of cash flow information
 
 

 
 

Interest paid
 
$
264

 
$
283

Supplemental disclosure of non-cash financing activities
 
 
 
 
Common stock of the Company issued for extinguishment of debt
 
$
948

 
$
7,187

The accompanying notes are an integral part of these consolidated financial statements.

5


Digital Turbine, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018
(in thousands, except share and per share amounts)
1.    Description of Business
Digital Turbine, Inc., through its subsidiaries, innovates at the convergence of media and mobile communications, delivering an end-to-end platform solution for mobile operators, application developers, device original equipment manufacturers ("OEMs"), and other third parties to enable them to effectively monetize mobile content and generate higher-value user acquisition. The Company currently operates one reporting segment – Advertising.
The Company's Advertising business consists of Operator and OEM ("O&O"), an advertiser solution for unique and exclusive carrier and OEM inventory, which is comprised of services including:
•
Ignite™ ("Ignite"), a mobile device management platform with targeted application distribution capabilities, and
•
Other products and professional services directly related to the Ignite platform.
Prior to the sale of the A&P Assets described below under Note 4. "Discontinued Operations", the O&O reporting segment also included the A&P Assets as an operating segment within O&O.
With global headquarters in Austin, Texas and offices in Durham, North Carolina; San Francisco, California; Singapore; Sydney, Australia; and Tel Aviv, Israel, Digital Turbine’s solutions are available worldwide.
Unless the context otherwise indicates, the use of the terms “we,” “our,” “us,” “Digital Turbine,” “DT,” or the “Company” refer to the collective business and operations of Digital Turbine, Inc. through its operating and wholly-owned subsidiaries: Digital Turbine USA, Inc. (“DT USA”), Digital Turbine (EMEA) Ltd. (“DT EMEA”), Digital Turbine Australia Pty Ltd (“DT APAC”), Digital Turbine Singapore Pte. Ltd. (“DT Singapore”), Digital Turbine Luxembourg S.a.r.l. (“DT Luxembourg”), Digital Turbine Germany, GmbH (“DT Germany”), and Digital Turbine Media, Inc. (“DT Media”), which we acquired on March 6, 2015. We refer to all the Company's subsidiaries collectively as "wholly-owned subsidiaries."
2.    Liquidity
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), which contemplate continuation of the Company as a going concern.
Our primary sources of liquidity have historically been issuance of common stock, preferred stock, and debt. As of September 30, 2018, we had cash and restricted cash totaling approximately $8,780.
On September 28, 2016, the Company closed a private placement of $16,000 aggregate principal amount of 8.75% Convertible Senior Notes due 2020 (the “Notes”), netting cash proceeds to the Company of $14,316, after deducting the initial purchaser's discounts and commissions and the estimated offering expenses payable by Digital Turbine. The net proceeds from the issuance of the Notes were used to repay and retire indebtedness, and will otherwise be used for general corporate purposes and working capital. Please refer to Note 8. "Debt" for more details.
On May 23, 2017, the Company entered into a Business Finance Agreement (the "Credit Agreement") with Western Alliance Bank (the "Bank"). The Credit Agreement provides for a $5,000 total facility. Please refer to Note 8. "Debt" for more details.
The Company anticipates that its primary sources of liquidity will continue to be cash on hand, cash provided by operations, and the remaining credit available under the Credit Agreement. In addition, the Company may raise additional capital through future equity or, subject to restrictions contained in the indenture for the Notes and the Credit Agreement, debt financing to provide for greater flexibility to make acquisitions, make new investments in under-capitalized opportunities, or invest in organic opportunities. Additional financing may not be available on acceptable terms or at all. If the Company issues additional equity securities to raise funds, the ownership percentage of its existing stockholders would be reduced. New investors may demand rights, preferences, or privileges senior to those of existing holders of common stock.

6


In view of the matters described in the preceding paragraphs, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which, in turn, is dependent upon the Company’s ability to generate positive cash flows from operations. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue its existence. The Company believes that it has sufficient cash and capital resources to operate its business for at least the next twelve months from the issuance date of this quarterly report on Form 10-Q.
3.    Summary of Significant Accounting Policies
Interim Consolidated Financial Information
The accompanying consolidated financial statements of Digital Turbine, Inc. and its subsidiaries should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission ("SEC") in Digital Turbine, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 2018. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of Digital Turbine, Inc. and its consolidated subsidiaries at September 30, 2018, the results of its operations and corresponding comprehensive loss for the three and six months ended September 30, 2018 and 2017, and its cash flows for the six months ended September 30, 2018 and 2017. The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. The results of operations for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2019.
The significant accounting policies and recent accounting pronouncements were described in Note 4 of the consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2018. There have been no significant changes in or updates to the accounting policies since March 31, 2018. Only significant new accounting pronouncements, pertinent to the Company, issued and adopted subsequent to the issuance of our Annual Report are described below. Accounting pronouncements issued and adopted not described in either the Annual Report or in this quarterly report have been determined to either not apply or to have an immaterial impact on our business and related disclosures.
Recently Issued Accounting Pronouncements
In August 2018, the Financial Acconting Standards Board ("FASB") issued Accounting Standard Update 2018-13: Fair Value Measurement (Topic 820). The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, as a result of the FASB’s final deliberations of the financial reporting concepts pursuant to the March 4, 2014 issued FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, as they relate to fair value measurement disclosures. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted upon its issuance. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company will adopt ASU 2018-13 during the quarter ended June 30, 2019, and is currently assessing the impact of the future adoption of this standard on its consolidated results of operations, financial condition and cash flows.
In June 2018, the FASB issued Accounting Standard Update 2018-07: Compensation—Stock Compensation - Improvements to Non-employee Share-Based Payment Accounting. This update aligns the accounting for share-based payment awards issued to employees and non-employees. The existing employee guidance will apply to nonemployee share-based transactions with some exceptions. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for non-employee awards. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted upon its issuance. The amendments in this update should be applied prospectively. The Company will adopt ASU 2018-07 during the quarter ended June 30, 2019, and is currently assessing the impact of the future adoption of this standard on its consolidated results of operations, financial condition and cash flows.

7


Other authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to have a material effect on the Company’s consolidated financial statements.
Accounting Pronouncements Adopted During the Period
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaces most existing revenue recognition guidance in U.S. GAAP. Additionally, ASU 2014-09 requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 by one year. The deferral resulted in the new revenue standard being effective for the Company for fiscal years, and interim periods within those years, beginning April 1, 2018. ASU 2014-09, as amended, is effective using either the full retrospective or modified retrospective transition approach, and the Company has elected to use the modified retrospective approach. FASB has issued several accounting standards updates to clarify certain topics within ASU 2014-09. The Company has adopted ASU 2014-09, and its related clarifying amendments (collectively known as ASC 606), effective on April 1, 2018. Please see section included below within Note 3 titled "Revenue from Contracts with Customers" for the required disclosures related to the impact of adopting this standard and a discussion of the Company's updated policies related to revenue recognition and accounting for costs to obtain and fulfill a customer contract.
Other authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to have a material effect on the Company’s consolidated financial statements.
Revenue from Contracts with Customers
The Company adopted ASC 606 on April 1, 2018, and ASC 606 is effective from the period beginning April 1, 2016 using the modified retrospective method for all contracts not completed as of the effective date. For contracts that were modified before the effective date, the Company reflected the aggregate effect of all modifications when identifying performance obligations and allocating transaction price in accordance with practical expedient ASC 606-10-65-1-(f)-4, which did not have a material effect on the adjustment to accumulated deficit. The reported results for 2017 reflect the application of ASC 606 guidance while the reported results for 2016 were prepared under the guidance of ASC 605, Revenue Recognition (ASC 605), which is also referred to herein as "legacy GAAP" or the "previous guidance". The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company's services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.
To achieve this core principle, the Company applied the following five steps:
1) Identify the contract with a customer
A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

8


3) Determine the transaction price
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. None of the Company's contracts contain financing or variable consideration components.
4) Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.
5) Recognize revenue when or as the Company satisfies a performance obligation
The Company satisfies performance obligations at a point in time as discussed in further detail under "Disaggregation of Revenue" below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Disaggregation of Revenue
All of the Company's performance obligations, and associated revenue, are generally transferred to customers at a point in time.
O&O Services
The Company’s advertising business consists of O&O, an advertiser solution for unique and exclusive carrier and OEM inventory, which is comprised of services including:
•
Ignite, a mobile application management software that enables mobile operators and OEMs to control, manage, and monetize applications installed at the time of activation and over the life of a mobile device. Ignite allows mobile operators to personalize the application activation experience for customers and monetize their home screens via Cost-Per-Install or CPI arrangements, Cost-Per-Placement or CPP arrangements, and/or Cost-Per-Action or CPA arrangements with third party advertisers. There are several different delivery methods available to operators and OEMs on first boot of the device: Wizard, Silent, or Software Development Kit ("SDK"). Optional notification features are available throughout the life-cycle of the device, providing operators additional opportunity for advertising revenue streams.

•
Other products and professional services directly related to the Ignite platform.
Carriers and OEMs
The Company generally offers these services under a vendor contract revenue share model or under a customer contract per device license fee model with carriers and OEMs two to four year software as a service ("SaaS") license agreement. These agreements typically include the following services: the access to the SaaS platform, hosting fees, solution features, and general support and maintenance. The Company has concluded that each promised service is delivered concurrently with all other promised service over the contract term and, as such, has concluded these promises are a single performance obligation that includes a series of distinct services that have the same pattern of transfer to the customer. Consideration for the Company’s license arrangements consist of fixed and usage based fees, invoiced monthly or quarterly. The Company's contracts do not include advance non-refundable fees. Monthly license fees are based on the number of devices on a per device license fee basis. Monthly hosting and maintenance fees are generally fixed. These monthly fees are subject to a service level agreement ("SLA"), which requires that the services are available to the customer based on a predefined performance criteria. If the services do not meet these criteria, monthly fees are subject to adjustment or refund. The Company satisfies its performance obligation by providing access to its SaaS platform over time and processing transactions. For non-usage based fees, the period of time over which the Company performs its obligations is inherently commensurate with the contract term. The performance obligation is recognized on time elapsed basis, by month for which the services are provided. For usage-based fees, revenue is recognized in the month in which the Company provides the usage to the customer.

9


Third-Party Advertisers
The Company generally offers these services under a customer contract Cost-Per-Install or CPI arrangements, Cost-Per-Placement or CPP arrangements, and/or Cost-Per-Action or CPA arrangements with third-party advertisers and developers, as well as advertising aggregators, generally in the form of insertion orders that specify the type of arrangement (as detailed above) at particular set budget amounts/restraints. These advertiser customer contracts are generally short term in nature at less than one year as the budget amounts are typically spent in full within this time period. These agreements typically include the delivery of applications through partner networks, defined as carriers or OEMs, to home screens of devices. The Company has concluded that the delivery of the advertisers application is delivered at a point in time and, as such, has concluded these deliveries are a single performance obligation. The Company invoices fees which are generally variable based on the arrangement, which would typically include the number of applications delivered at a specified price per application. For applications delivered, revenue is recognized in the month in which the Company delivers the application to the end consumer.
Professional Services
The Company offers professional services that support the implementation of its Ignite platform for carriers and OEMs, including technology development and integration services. These contracts generally include delivery and integration of the technology development product and revenue recognized when formal acceptance is confirmed by the customer. Services are billed in one lump sum. For the majority of these contracts, for which the Company has the right to invoice the customer in an amount that directly corresponds with the value to the customer of the Company's performance to date, the Company recognizes revenue based on the amount billable to the customer in accordance with practical expedient ASC 606-10-55-18.
Costs to Obtain and Fulfill a Contract
The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining customer contracts. These costs are deferred in “prepaid expenses and other current assets,” net of any long-term portion included in “other non-current assets." The judgments made in determining the amount of costs incurred include whether the commissions are in fact incremental and would not have occurred absent the customer contract. Costs to obtain a contract are amortized as sales and marketing expense on a straight line basis over the expected period of benefit. These costs are periodically reviewed for impairment. The Company has evaluated related activity in prior periods and have determined the costs to obtain a contract to be immaterial and do not require disclosure.
The Company capitalizes costs incurred to fulfill its contracts that i) relate directly to the contract, ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract and iii) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed to cost of revenue as the Company satisfies its performance obligations by transferring the service to the customer. These costs, which are classified in “prepaid expenses and other current assets,” net of any long term portion included in “other non-current assets,” principally relate to direct costs that enhance resources under the Company’s demand response contracts that will be used in satisfying future performance obligations. The Company has evaluated related activity in prior periods and have determined the costs to fulfill a contract to be immaterial and do not require disclosure.

Financial Statement Impact of Adopting ASC 606
The Company adopted ASC 606 using the modified retrospective method. After applying the new guidance to all contracts with customers that were not completed as of April 1, 2017, the Company has determined no changes in revenues or contract costs for which an adjustment would be required to accumulated deficit as of the adoption date. As a result of applying the modified retrospective method to adopt the new revenue guidance, the Company determined that the impact of adoption was not material and that no adjustments would need to be made to accounts to the consolidated balance sheet as of April 1, 2017.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. A significant portion of the Company’s cash is held at one major financial institution that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts.

10


The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring advertisers' and carriers' accounts receivable balances. The Company counts all advertisers and carriers within a single corporate structure as one customer, even in cases where multiple brands, branches, or divisions of an organization enter into separate contracts with the Company. As of September 30, 2018, one major customer represented approximately 41.4% of the Company’s net accounts receivable balance. As of March 31, 2018, one major customer represented 28.3% of the Company's net accounts receivable balance.
With respect to revenue concentration, the Company defines a customer as an advertiser or a carrier that is a distinct source of revenue and is legally bound to pay for the services that the Company delivers on the advertiser’s or carrier's behalf. During the three and six months ended September 30, 2018, Oath Inc. represented 39.0% and 32.7% of net revenues, respectively. During the three and six months ended September 30, 2017, Oath Inc. represented 25.0% and 22.9% of net revenues, respectively, Machine Zone, Inc. represented 13.0% and 15.2% of net revenues, respectively, and Cheetah Mobile Inc represented 10.1% and 10.4% of net revenues, respectively.
The Company partners with mobile carriers and OEMs to deliver applications on our Ignite platform through the carrier network. During the three and six months ended September 30, 2018, Verizon Wireless, a carrier partner, generated 49.7% and 50.2%, respectively, while AT&T Inc., a carrier partner, including its Cricket subsidiary, generated 38.8% and 38.3%, respectively, of our net revenues. During the three and six months ended September 30, 2017, Verizon Wireless, generated 54.2% and 55.4%, respectively, while AT&T Inc., including its Cricket subsidiary, generated 29.5% and 26.8%, respectively, of our net revenues.
There is no assurance that the Company will continue to receive significant revenues from any of these or from other large customers. A reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer, or a termination of agreements with significant customers, could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentrations, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss of, reduction of business from, or less favorable terms with any of the Company's significant customers.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates that impact the reported amounts in the consolidated financial statements and accompanying notes. These estimates are recurring in nature and relate to transactions occurring in the normal course of business. In the opinion of management, these are appropriate estimates for arrangements to be settled at a later date based on the facts and circumstances available at the time of filing. Actual results could differ materially from those estimates.
4.    Discontinued Operations
On April 29, 2018, the Company entered into two distinct disposition agreements with respect to selected assets owned by our subsidiaries.
DT APAC and DT Singapore (together, “Pay Seller”), each wholly-owned subsidiaries of the Company, entered into an Asset Purchase Pay Agreement (the “Pay Agreement”), dated as of April 23, 2018, with Chargewave Ptd Ltd (“Pay Purchaser”) to sell certain assets (the “Pay Assets”) owned by the Pay Seller related to the Company’s Direct Carrier Billing business. The Pay Purchaser is principally-owned and controlled by Jon Mooney, an officer of the Pay Seller. At the closing of the asset sale, Mr. Mooney was no longer employed by the Company or Pay Seller. As consideration for this asset sale, Digital Turbine is entitled to receive certain license fees, profit-sharing, and equity participation rights as outlined in the Company’s Form 8-K filed on May 1, 2018 with the SEC. The transaction was completed on July 1, 2018 with an effective date of July 1, 2018. With the sale of these assets, the Company has determined that it will exit the segment of the business previously referred to as the Content business.

11


In accordance with the Pay Agreement, the Company assigned and transferred a material contract to the Pay Purchaser. Subsequent to the transaction closing associated with the Pay Agreement, the Company received notification from the Pay Purchaser that the partner to the material contract had terminated the contract with the Pay Purchaser. Due to the material contract being terminated, the Company has determined that the estimated earn out from the Pay Purchaser to be $0. As all the assets being transferred had been fully impaired prior to the closing of the transaction, the gain/loss on sale related to the Pay Agreement transaction is currently estimated at $0. Furthermore, the Company retained certain receivables and payables for content delivered for the benefit of the partner to the material contract, where these certain receivables and payables were all recognized prior to the closing of the Pay Agreement. These amounts are presented below as assets and liabilities held for disposal. As of September 30, 2018, the Company has determined there to be uncertainty surrounding the collectability of the receivables due to ongoing discussions with the business partner. If at a later date it is determined that the amounts recorded are not collectible due to disputes surrounding the content delivered, the related payables would also be withheld. At this time, the Company does not have enough information to reasonably estimate which receivables and payables, if any, may be uncollectable. The total net exposure to the Company if all of the remaining receivables and payables are determined to be uncollectable is approximately $931. These assets and liabilities remain on our books as a component of discontinued operations as of September 30, 2018.
DT Media, a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “A&P Agreement”), dated as of April 28, 2018, with Creative Clicks B.V. (the “A&P Purchaser”) to sell business relationships with various advertisers and publishers (the “A&P Assets”) related to the Company’s Advertising and Publishing business. As consideration for this asset sale, we are entitled to receive a percentage of the gross profit derived from these customer agreements, for a period of three years, as outlined in the Company’s Form 8-K filed on May 1, 2018 with the SEC. The transaction was completed on June 28, 2018 with an effective date of June 1, 2018. With the sale of these assets, the Company has determined that it will exit the operating segment of the business previously referred to as the A&P business, which was previously part of Advertising, the Company's sole continuing reporting unit. No gain or loss on sale was recognized related to this divestiture. All transferred assets and liabilities, with the exception of goodwill, were fully amortized prior to entering into the sales agreement. As the consideration given by the purchaser was already materially determined at March 31, 2018, goodwill was impaired to the estimated future cash flows of the divested business, which was effectively the purchase price. With the consummation of the sale, the remaining goodwill asset was netted against the purchase price receivable for a net impact of $0 on the Consolidated Statement of Operations for the three months ended June 30, 2018.
These dispositions will allow the Company to benefit from a streamlined business model, simplified operating structure, and enhanced management focus. Additionally, the Company expects to be able to generate additional cash via the announced transactions that can be re-invested into key O&O growth initiatives.

12


The following table summarizes the financial results of our discontinued operations for all periods presented herein:

Condensed Statements of Operations and Comprehensive Loss
For Discontinued Operations
(in thousands, except per share amounts)
(Unaudited)
 
 
Three months ended September 30,
 
Six months ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Net revenues
 
$7
 
$11,986
 
$3,877
 
$22,953
Total cost of revenues
 
(4)
 
10,234
 
3,070
 
19,736
Gross profit
 
11
 
1,752
 
807
 
3,217
Product development
 
95
 
596
 
666
 
1,180
Sales and marketing
 
116
 
404
 
343
 
825
General and administrative
 
142
 
537
 
1,052
 
1,003
Income / (loss) from operations
 
(342)
 
215
 
(1,254)
 
209
Interest and other income / (expense), net
 
(14)
 
(70)
 
(146)
 
(152)
Net income / (loss) from discontinued operations, net of taxes
 
$(356)
 
$145
 
$(1,400)
 
$57
Comprehensive income / (loss)
 
$(356)
 
$145
 
$(1,400)
 
$57
Basic and diluted net loss per common share
 
—
 
—
 
(0.02)
 
—
Weighted-average common shares outstanding, basic
 
77,193
 
66,846
 
76,644
 
66,723
Weighted-average common shares outstanding, diluted
 
78,780
 
66,846
 
79,019
 
66,723
Details on assets and liabilities classified as held for disposal in the accompanying consolidated balance sheets are presented in the following table:
 
 
September 30, 2018
 
March 31, 2018
 
 
(Unaudited)
 
 
Assets held for disposal
 
 
 
 
Accounts receivable, net of allowances of $209 and $578, respectively
 
$3,156
 
$8,013
Property and equipment, net
 
270
 
377
Goodwill
 
—
 
309
Prepaid expenses and other current assets
 
246
 
54
Current assets held for disposal
 
3,672
 
8,753
Total assets held for disposal
 
$3,672
 
$8,753
 
 
 
 
 
Liabilities held for disposal
 
 
 
 
Accounts payable
 
$4,432
 
$8,789
Accrued license fees and revenue share
 
1,124
 
3,059
Accrued compensation
 
299
 
529
Other current liabilities
 
60
 
349
Current liabilities held for disposal
 
5,915
 
12,726
Total liabilities held for disposal
 
$5,915
 
$12,726

Assets and liabilities held for disposal as of September 30, 2018 and March 31, 2018 are classified as current since we expect the dispositions to be completed within one year.


13


The following table provides reconciling cash flow information for our discontinued operations:
 
 
Six months ended September 30,
 
 
2018
 
2017
 
 
(Unaudited)
 
(Unaudited)
Cash flows from operating activities
 
 
 
 
Net income / (loss) from discontinued operations, net of taxes
 
$(1,400)
 
$57
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
Depreciation and amortization
 
214
 
519
Change in allowance for doubtful accounts
 
(369)
 
31
Stock-based compensation
 
37
 
119
Loss on disposal of fixed assets
 
—
 
—
(Increase) / decrease in assets:
 
 
 
 
Accounts receivable
 
5,328
 
(1,986)
Goodwill
 
309

 
—
Prepaid expenses and other current assets
 
(406)
 
14
Increase / (decrease) in liabilities:
 
 
 
 
Accounts payable
 
(4,357)
 
(1,290)
Accrued license fees and revenue share
 
(1,935)
 
1,084
Accrued compensation
 
(230)
 
138
Other current liabilities
 
(289)
 
(25)
Cash used in operating activities
 
(3,098)
 
(1,339)
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(41)
 
(75)
Cash used in investing activities
 
(41)
 
(75)
 
 
 
 
 
Cash used in discontinued operations
 
$(3,139)
 
$(1,414)

5.    Accounts Receivable
 
 
September 30, 2018
 
March 31, 2018
 
 
(Unaudited)
 
 
Billed
 
$
13,794

 
$
9,172

Unbilled
 
7,934

 
8,390

Allowance for doubtful accounts
 
(866
)
 
(512
)
Accounts receivable, net
 
$
20,862

 
$
17,050

Billed accounts receivable represent amounts billed to customers that have yet to be collected. Unbilled accounts receivable represent revenue recognized, but billed after period end. All unbilled receivables as of September 30, 2018 and March 31, 2018 are expected to be billed and collected within twelve months.
The Company recorded $81 and $170 of bad debt expense during the three and six months ended September 30, 2018, respectively, and $101 and $165 of bad debt expense during the three and six months ended September 30, 2017, respectively.

14


6.    Property and Equipment
 
 
September 30, 2018
 
March 31, 2018
 
 
(Unaudited)
 
 
Computer-related equipment
 
$
5,994

 
$
5,464

Furniture and fixtures
 
116

 
115

Leasehold improvements
 
412

 
166

Property and equipment, gross
 
6,522

 
5,745

Accumulated depreciation
 
(3,469
)
 
(2,988
)
Property and equipment, net
 
$
3,053

 
$
2,757

Depreciation expense was $371 and $765 for the three and six months ended September 30, 2018, respectively, and $292 and $544 for the three and six months ended September 30, 2017, respectively. Depreciation expense for the three and six months ended September 30, 2018 includes $199 and $421, respectively, related to internal-use assets included in General and Administrative Expense and $172 and $344, respectively, related to internally-developed software to be sold, leased, or otherwise marketed included in Other Direct Costs of Revenue. Depreciation expense for the three and six months ended September 30, 2017 includes $231 and $450, respectively, related to internal-use assets included in General and Administrative Expense and $61 and $94, respectively, related to internally-developed software to be sold, leased, or otherwise marketed included in Other Direct Costs of Revenue.
7.    Intangible Assets
The components of intangible assets at September 30, 2018 and March 31, 2018 were as follows:
 
 
As of September 30, 2018
 
 
(Unaudited)
 
 
Cost
 
Accumulated Amortization
 
Net
Software
 
$
5,826

 
$
(5,265
)
 
$
561

Total
 
$
5,826

 
$
(5,265
)
 
$
561

 
 
As of March 31, 2018
 
 
Cost
 
Accumulated Amortization
 
Net
Software
 
$
5,826

 
$
(4,595
)
 
$
1,231

Total
 
$
5,826

 
$
(4,595
)
 
$
1,231

The Company has included amortization of acquired intangible assets directly attributable to revenue-generating activities in cost of revenues; since all of our acquired intangible assets are directly attributable to revenue-generating activities, all intangible amortization is included in cost of revenues.
The Company recorded amortization expense of $336 and $671 during the three and six months ended September 30, 2018, respectively, and $369 and $745 during the three and six months ended September 30, 2017, respectively.

15


Based on the amortizable intangible assets as of September 30, 2018, we estimate amortization expense for the next five years to be as follows:
Year Ending March 31,
 
Amortization Expense
2019
 
$
1,231

2020
 
—

2021
 
—

2022
 
—

2023
 
—

Thereafter
 
—

Total
 
$
1,231

8.    Debt
 
 
September 30, 2018
 
March 31, 2018
 
 
(Unaudited)
 
 
Short-term debt
 
 
 
 
Short-term debt, net of debt issuance costs of $120 and $205, respectively
 
$
1,480

 
$
1,445

Total short-term debt
 
$
1,480

 
$
1,445

 
 
September 30, 2018
 
March 31, 2018
 
 
(Unaudited)
 
 
Long-term debt
 
 
 
 
Convertible notes, net of debt issuance costs and discounts of $1,482 and $1,827, respectively
 
$
3,418

 
$
3,873

Total long-term debt
 
$
3,418

 
$
3,873


16


Convertible Notes
On September 28, 2016, the Company sold to BTIG, LLC (the "Initial Purchaser"), $16,000 aggregate principal amount of 8.75% convertible notes maturing on September 23, 2020 (the "Notes"), unless converted, repurchased or redeemed in accordance with their terms prior to such date. The $16,000 aggregate principal received from the issuance of the Notes was initially allocated between long-term debt at $11,084, the convertible note embedded derivative liability at $3,693 (see Note 9. "Fair Value Measurements" for more information), and the warrant liability at $1,223 (see Note 8. "Fair Value Measurements" for more information), within the consolidated balance sheet. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the liability. Fair value of the Notes is determined using the residual method of accounting whereby, first, a portion of the proceeds from the issuance of the Notes is allocated to derivatives embedded in the Notes and the warrants issued in connection with the issuance of the Notes, and the proceeds so allocated are accounted for as a convertible note embedded derivative liability and warrant liability, respectively (see Note 9. "Fair Value Measurements" for more information), and second, the remainder of the proceeds from the issuance of the Notes is allocated to the convertible notes, resulting in an original issue debt discount amounting to $4,916. As of the close of the issuance of the Notes on September 28, 2016, the Company incurred $1,700 in debt issuance costs directly related to the issuance of the Notes, which in accordance with ASU 2015-03, the Company has recorded these costs as a direct reduction to the face value of the Notes and will amortize this amount over the life of the Notes as a component of interest expense on the consolidated statement of operation and comprehensive loss. During the three months ended December 31, 2016, the Company further incurred $212 in costs directly associated with the issuance of the Notes, for the preparation and filing of a registration statement on Form S-1 to register the underlying common stock related to the Notes issued and related Warrants issued along with the Notes, which was required to be done in accordance with the Indenture (as defined below). The convertible notes will remain on the consolidated balance sheet at historical cost, accreted up for the amount of cumulative amortization of the debt discount over the life of the debt. If we or the note holders elect not to settle the debt through conversion, we must settle the Notes at face value. Therefore, the liability component will be accreted up to the face value of the Notes, which will result in additional non-cash interest expense being recognized within the consolidated statements of operations and comprehensive loss through the Notes maturity date.
The Company sold the Notes to the Initial Purchaser at a purchase price of 92.75% of the principal amount. The initial purchaser also received an additional 250,000 warrants on the same terms as the warrants issued with the Notes (as detailed below) and has the right to receive 2.5% of any cash consideration received by the Company in connection with a future exercise of any of the warrants issued with the Notes. The Notes were issued under an Indenture dated September 28, 2016, as amended and supplemented (the "Indenture"), between Digital Turbine, Inc., US Bank National Association, as trustee, and certain wholly-owned subsidiaries of the Company, specifically, DT USA, DT Media, DT EMEA, and DT APAC (collectively referred to as the "Guarantors"). The Notes are senior unsecured obligations of the Company, and bear interest at a rate of 8.75% per year, payable semiannually in arrears on March 15th and September 15th of each year, beginning on March 15, 2017. The Notes are unconditionally guaranteed by the Guarantors as to the payment of principal, premium, if any, and interest on a senior unsecured basis. The Notes were issued with an initial conversion price equal to $1.364 per share of the Company's common stock, subject to proportional adjustment for adjustments to outstanding common stock and anti-dilution provisions in case of dividends or distributions, stock split or combination, or if the Company issues or sells shares of common stock at a price per share less than the conversion price on the trading day immediately preceding such issuance of sale.
With respect to any conversion prior to September 23, 2019, in addition to the shares deliverable upon conversion, holders of the Notes will be entitled to receive a payment equal to the remaining scheduled payments of interest that would have been made on the notes being converted from the date of conversion until September 23, 2019 (an “Early Conversion Payment”). We may pay the Early Conversion Payment in cash or, subject to certain equity-related conditions set forth in the Indenture, in shares of our common stock.
Without stockholder approval, as required by NASDAQ rules, the Company would not have the right to issue shares of common stock as payment of the Early Conversion Payment, if the aggregate number of shares issued (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed 19.99% of the number of shares of the Company’s common stock outstanding as of the conversion date (or the "Notes Exchange Cap"). In such case, the Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Notes Exchange Cap. The required stockholder approval was originally obtained at our annual meeting of stockholders held in January 2017. Due to the supplemental indenture entered in May 2017, a new stockholder approval was required to issue shares in excess of the Notes Exchange Cap, and such new stockholder approval was obtained at our annual meeting of stockholders held in January 2018. Please see the proxy statement for our 2018 annual meeting of stockholders for more information about the effect of the stockholder approval and our ability to issue shares of stock to satisfy our obligations under the Indenture and the warrants issued in connection with the Notes.

17


The Company may redeem the Notes, for cash, in whole or in part, at any time after September 23, 2018, at a redemption price equal to $1 per $1 principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, plus an additional payment (payable in cash or stock) equivalent to the amount of, and subject to equivalent terms and conditions applicable for, an Early Conversion Payment had the notes been converted on the date of redemption, if (1) the closing price of our common shares on the NASDAQ Capital Market has exceeded 200% of the conversion price then in effect (but disregarding the effect on such price from certain anti-dilution adjustments) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within the five trading days immediately preceding the date on which we provide the redemption notice, (2) for the 15 consecutive trading days following the last trading day on which the closing price of our common shares was equal to or greater than 200% of the conversion price in effect (but disregarding the effect on such price from certain anti-dilution adjustments) on such trading day for the purpose of the foregoing clause, the closing price of our common shares remains equal to or greater than 150% of the conversion price in effect (but disregarding the effect on such price from certain anti-dilution adjustments) on the given trading day, and (3) we are in compliance with certain other equity-related conditions as set forth in the Indenture.
If we undergo a fundamental change (as described below), holders may require us to purchase the Notes in whole or in part for cash at a price equal to 120% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, including additional interest, if any, to, but excluding, the repurchase date. Conversions that occur in connection with a fundamental change may entitle the holder to receive an increased number of shares of common stock issuable upon such conversion, depending on the date of such fundamental change and the valuation of the Company’s common stock related thereto. A fundamental change is defined as follows:
•
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company, the Company’s Subsidiaries or the Company’s or the Company’s Subsidiaries’ employee benefit plans files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of all outstanding classes of the Company’s common equity entitled to vote generally in the election of the Company’s directors;
•
consummation of (A) any share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property or (B) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole, to any person other than one or more of the Company’s Subsidiaries; provided, however, that a share exchange, consolidation or merger transaction described in clause (A) above in which the holders of more than 50% of all shares of Common Stock entitled to vote generally in the election of the Company’s directors immediately prior to such transaction own, directly or indirectly, more than 50% of all shares of Common Stock entitled to vote generally in the election of the directors of the continuing or surviving entity or the parent entity thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction will not, in either case, be a Fundamental Change;
•
the Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or
•
the Common Stock (or other Capital Stock into which the Notes are then convertible pursuant to the terms of this Indenture) ceases to be listed on any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or The NYSE MKT (or their respective successors) (each, an “ Eligible Market ”).
Subject to limited exceptions, the Indenture prohibits us from incurring additional indebtedness at any time while the Notes remain outstanding.
Each purchaser of the Notes also received warrants to purchase 256.60 shares of the Company's common stock for each $1 in Notes purchased, or up to 4,105,600 warrants in aggregate, in addition to the 250,000 warrants issued to the initial purchaser, as described above. The warrants were issued under a Warrant Agreement (the "Warrant Agreement"), dated as of September 28, 2016, between Digital Turbine, Inc. and US Bank National Association as the warrant agent.

18


The warrants are immediately exercisable on the date of issuance at an initial exercise price of $1.364 per share and will expire on September 23, 2020. The exercise price is subject to proportional adjustment for adjustments to outstanding common stock and anti-dilution provisions in case of dividends or distributions, stock split or combination, or if the Company issues or sells shares of common stock at a price per share less than the conversion price on the trading day immediately preceding such issuance of sale. Certain caps on the number of shares that could be issued under the Notes and the Warrants were effectively lifted by our stockholders approving the full issuance of all potentially issuable shares at our January 2017 annual meeting of stockholders, and again at our January 2018 annual meeting of stockholders in respect of our May 2017 supplemental indenture.
In the event of a fundamental change, as set forth in the Warrant Agreement, the holders can elect to exercise their warrants or to receive an amount of cash under a Black-Scholes calculation of the value of such warrants.
The Company received net cash proceeds of $14,316, after deducting the initial purchaser's discounts and commissions and the estimated offering expenses payable by Digital Turbine. The net proceeds from the issuance of the Notes were used to repay $11,000 of secured indebtedness, retiring such debt in its entirety, and will otherwise be used for general corporate purposes and working capital.
In May 2017, the Company entered a supplemental indenture and warrant amendment, described in its Current Report on Form 8-K filed May 24, 2017, which provided for a 30-day stock price measurement period to determine whether or not there would be any change to the conversion price or exercise price of the Company’s outstanding convertible notes or related warrants. The measurement period concluded on September 20, 2017, with no change to the existing $1.364 per share conversion or exercise price of our convertible notes or related warrants.
During fiscal year 2018, holders of $10,300 of Notes elected to convert such Notes. These Notes were extinguished by issuing shares of common stock, based on the applicable conversion price of $1.364 per share, plus additional shares of common stock and cash to satisfy the early conversion payments required by the Indenture. Associated with this conversion, gross debt, net of debt discount and capitalized debt issuance costs of $2,591 and $1,019, respectively, was extinguished for a net debt extinguishment of $6,690. In total, 8,624,445 shares of common stock were issued and $247 in cash was paid to settle these positions. This resulted in an adjustment of approximately $14,238 to additional paid-in capital to reflect the shares issued upon conversion. A loss on extinguishment of debt of $1,785 was recorded as a result of the difference in carrying value of the debt, inclusive of the associated debt discount and capitalized debt issuance costs, compared to the fair market value of the consideration given comprising both common stock issued and cash paid. The proportionate amount of the underlying derivative instrument was also extinguished, as calculated on the respective conversion dates.
During the six months ended September 30, 2018, holders of $800 of Notes elected to convert such Notes. These Notes were extinguished by issuing shares of common stock, based on the applicable conversion price of $1.364 per share, plus additional shares of common stock and cash to satisfy the early conversion payments required by the Indenture. Associated with this conversion, gross debt, net of debt discount and capitalized debt issuance costs of $174 and $68, respectively, was extinguished for a net debt extinguishment of $558. In total, 670,878 shares of common stock were issued to settle these positions. This resulted in an adjustment of approximately $948 to additional paid-in capital to reflect the shares issued upon conversion. A loss on extinguishment of debt of $15 was recorded as a result of the difference in carrying value of the debt, inclusive of the associated debt discount and capitalized debt issuance costs, compared to the fair market value of the consideration given comprising both common stock issued and cash paid. The proportionate amount of the underlying derivative instrument was also extinguished, as calculated on the respective conversion dates. See Note 9. "Fair Value Measurements" for more information.
As of September 30, 2018, the outstanding principal on the Notes was $4,900, the unamortized debt issuance costs and debt discount in aggregate was $1,482, and the net carrying amount of the Notes was $3,418, which was recorded as long-term debt within the consolidated balance sheet. The Company recorded $27 and $188 of aggregate debt discount and debt issuance cost amortization during the three and six months ended September 30, 2018, respectively, and $327 and $680 during the three and six months ended September 30, 2017, respectively.

19


Senior Secured Credit Facility
On May 23, 2017, the Company entered a Business Finance Agreement (the “Credit Agreement”) with Western Alliance Bank (the “Bank”). The Credit Agreement provides for a $5,000 total facility.
The amounts advanced under the Credit Agreement mature in two (2) years, and accrue interest at the following rates and bear the following fees:
(1) Wall Street Journal Prime Rate + 1.25% (currently approximately 6.25%), with a floor of 4.0%.
(2) Annual Facility Fee of $45.5.
(3) Early termination fee of 0.5% if terminated during the first year.
The obligations under the Credit Agreement are secured by a perfected first-position security interest in all assets of the Company and its subsidiaries, subject to partial (65%) pledges of stock of non-US subsidiaries. The Company’s subsidiaries Digital Turbine USA and DT Media are co-borrowers.
In addition to customary covenants, including restrictions on payments (subject to specified exceptions), and restrictions on indebtedness (subject to specified exceptions), the Credit Agreement requires the Company to comply with the following financial covenants, measured on a monthly basis:
(1) Maintain a Current Ratio of at least 0.65, defined as unrestricted cash plus accounts receivable divided by all current liabilities.
(2) Revenue must exceed 85% of projected quarterly revenue.
As of September 30, 2018, the Company was in compliance with the covenants of the Credit Agreement.
The Credit Agreement required that at least two-thirds (2/3rds) of the holders of the Notes at all times be subject to subordination agreements with the Bank. The Company obtained the consent of the holders of at least two-thirds (2/3rds) of the Notes, which were held by a small number of institutional investors. In consideration for such consents, the Company entered into a Second Supplemental Indenture, dated May 23, 2017 (the “Supplemental Indenture”) to the Indenture, and also entered into a First Amendment, dated May 23, 2017 (the “Warrant Amendment”) to the Warrant Agreement. The Supplemental Indenture and Warrant Amendment provided for a 30-day stock price measurement period to determine whether or not there would be any change to the conversion price or exercise price of the Company’s outstanding convertible notes or related warrants. The measurement period concluded on September 20, 2017, with no change to the existing $1.364 per share conversion or exercise price of our convertible notes or related warrants.
The Credit Agreement contains other customary covenants, representations, indemnities, and events of default.
At September 30, 2018, the gross outstanding principal on the Credit Agreement was $1,600, which is presented, net of capitalized debt issuance costs of $120, as net secured short-term line of credit of $1,480.
Interest Expense
Inclusive of the Notes issued on September 28, 2016 and the Credit Agreement entered into on May 23, 2017, the Company recorded $108 and $266 of interest expense during the three and six months ended September 30, 2018, respectively, and $335 and $689 during the three and six months ended September 30, 2017, respectively.
Additionally, aggregate debt discount and debt issuance cost amortization related to the Notes, detailed in the paragraphs above, are reflected on the Consolidated Statement of Operations as interest expense. Inclusive of this amortization of $27 and $188 recorded during the three and six months ended September 30, 2018, respectively, and $327 and $680 recorded during the three and six months ended September 30, 2017, respectively, the Company recorded $135 and $454 of total interest expense for the three and six months ended September 30, 2018, respectively, and $662 and $1,369 of total interest expense for the three and six months ended September 30, 2017, respectively.


20


9.    Fair Value Measurements
The inputs to the valuation techniques used to measure fair value are classified into the following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The Company’s financial liabilities as of the issuance date of the convertible notes on the initial measurement date of September 28, 2016 are presented below at fair value and were classified within the fair value hierarchy as follows:
 
 
Level 1
 
Level 2
 
Level 3
 
Balance at Inception
Financial Liabilities
 
 
 
 
 
 
 
 
Convertible note embedded derivative liability
 
$
—

 
$
—

 
$
3,693

 
$
3,693

Warrant liability
 
—

 
—

 
1,223

 
1,223

Total
 
$
—

 
$
—

 
$
4,916

 
$
4,916

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the liability. Considerable judgment is necessary to interpret market data and determine an estimated fair value. The use of different market assumptions or valuation methods may have a material effect on the estimated fair values. Fair value of the Notes is determined using the residual method of accounting whereby, first, a portion of the proceeds from the issuance of the Notes is allocated to derivatives embedded in the Notes and the warrants issued in connection with the issuance of the Notes, and the proceeds so allocated are accounted for as a convertible note embedded derivative liability and warrant liability, respectively, and second, the remainder of the proceeds from the issuance of the Notes is allocated to the convertible notes, resulting in an original debt discount amounting to $4,916. The convertible notes will remain on the consolidated balance sheet at historical cost, accreted up for the amount of cumulative amortization of the debt discount over the life of the debt. The method of determining the fair value of the convertible note embedded derivative liability and warrant liability are described subsequently in this note. Market risk associated with the convertible note embedded derivative liability and warrant liability relates to the potential reduction in fair value and negative impact to future earnings from an increase in price of the Company's common stock. Please refer to Note 8. "Debt" for more information.
The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities.
As of September 30, 2018 and March 31, 2018, the Company’s financial assets and financial liabilities are presented below at fair value and were classified within the fair value hierarchy as follows:
 
 
Level 1
 
Level 2
 
Level 3
 
Balance as of September 30, 2018
 
 
 
 
 
 
 
 
(Unaudited)
Financial Liabilities
 
 
 
 
 
 
 
 
Convertible note embedded derivative liability
 
$
—

 
$
—

 
$
1,728

 
$
1,728

Warrant liability
 
—

 
—

 
1,484

 
1,484

Total
 
$
—

 
$
—

 
$
3,212

 
$
3,212

 
 
Level 1
 
Level 2
 
Level 3
 
Balance as of March 31, 2018
Financial Liabilities
 
 
 
 
 
 
 
 
Convertible note embedded derivative liability
 
$
—

 
$
—

 
$
4,676

 
$
4,676

Warrant liability
 
—

 
—

 
3,980

 
3,980

Total
 
$
—

 
$
—

 
$
8,656

 
$
8,656


21


Convertible Note Embedded Derivative Liability
We evaluated the terms and features of our convertible notes and identified embedded derivatives (conversion options that contain “make-whole interest” provisions, fundamental change provisions, or down round conversion price adjustment provisions; collectively called the "convertible note embedded derivative liability") requiring bifurcation and accounting at fair value because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting. ASC 815-10-15-83 (c) states that if terms implicitly or explicitly require or permit net settlement, then it can readily be settled net by means outside the contract, or it provides for delivery of an asset that puts the recipient in a position not substantially different from net settlement. The conversion features related to the convertible notes consists of a “make-whole interest” provision, fundamental change provision, and down round conversion price adjustment provisions, which if the convertible notes were to be converted, would put the convertible note holder in a position not substantially different from net settlement. Given this fact pattern, the conversion features meet the definition of embedded derivatives and require bifurcation and accounting at fair value.
The convertible note embedded derivative liability represents the fair value of the conversion option, fundamental change provision, and "make-whole interest" provisions, as well as the down round conversion price adjustment or conversion rate adjustment provisions of the convertible notes. There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the derivative liability using a lattice approach that incorporates a Monte Carlo simulation valuation model. A Monte Carlo simulation valuation model considers the Company's future stock price, stock price volatility, probability of a change of control, and the trading information of the Company's common stock into which the notes are or may become convertible. The Company marks the derivative liability to market at the end of each reporting period due to the conversion price not being indexed to the Company's own stock.
Changes in the fair value of the convertible note embedded derivative liability is reflected in our Consolidated Statements of Operations as “Change in fair value of convertible note embedded derivative liability.”
The following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability measured at fair value using significant unobservable inputs (Level 3):
 
 
Level 3
Balance at March 31, 2018
 
$
4,676

Change in fair value of convertible note embedded derivative liability
 
(2,572
)
     Derecognition on extinguishment or conversion
 
(376
)
Balance at September 30, 2018
 
$
1,728

Due to the valuation of the derivative liability being highly sensitive to the trading price of the Company's stock, the increase and decrease in the trading price of the Company's stock has the impact of increasing the loss and gain, respectively. During the three and six months ended September 30, 2018, the Company recorded a gain from change in fair value of convertible note embedded derivative liability of $952 and $2,572, respectively, due to the decrease in the Company's closing stock price during the current quarter from $1.51 to $1.24 and during the six months ended September 30, 2018 from $2.01 to $1.24. During the three and six months ended September 30, 2017, the Company recorded a loss from change in fair value of convertible note embedded derivative liability of $3,344 and $4,652, respectively, due to the increase in the Company's closing stock price during the three months ended September 30, 2017 from $1.03 to $1.51 and during the six months ended September 30, 2017 from $0.94 to $1.51.
The market-based assumptions and estimates used in valuing the convertible note embedded derivative liability include the following amounts:
 
September 30, 2018
Stock price volatility
60
%
Probability of change in control
1.75
%
Stock price (per share)
$1.24
Expected term
2.00 years

Risk-free rate (1)
2.77
%
Assumed early conversion/exercise price (per share)
$2.73

22


(1) The Monte Carlo simulation assumes the continuously compounded equivalent (CCE) interest rate of 1.0% based on the average of the 2-year and 3-year U.S. Treasury securities as of the valuation date. 
Changes in valuation assumptions can have a significant impact on the valuation of the convertible note embedded derivative liability. For example, all other things being equal, a decrease/increase in our stock price, probability of change of control, or stock price volatility decreases/increases the valuation of the liabilities, whereas a decrease/increase in risk-free interest rates increases/decreases the valuation of the liabilities.
Warrant Liability
The Company issued detachable warrants with the convertible notes issued on September 28, 2016. The Company accounts for its warrants issued in accordance with US GAAP accounting guidance under ASC 815 applicable to derivative instruments, which requires every derivative instrument within its scope to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings. Based on this guidance, the Company determined that these warrants did not meet the criteria for classification as equity. Accordingly, the Company classified the warrants as long-term liabilities. The warrants are subject to re-measurement at each balance sheet date, with any change in fair value recognized as a component of other income (expense), net in the Consolidated Statements of Operations. We estimated the fair value of these warrants at the respective balance sheet dates using a lattice approach that incorporates a Monte Carlo simulation that considers the Company's future stock price. Option pricing models employ subjective factors to estimate warrant liability; and, therefore, the assumptions used in the model are judgmental.
Changes in the fair value of the warrant liability are primarily related to the change in price of the underlying common stock of the Company and is reflected in our consolidated Consolidated Statements of Operations as “Change in fair value of warrant liability.”
The following table provides a reconciliation of the beginning and ending balances for the warrant liability measured at fair value using significant unobservable inputs (Level 3):
 
 
Level 3
Balance at March 31, 2018
 
$
3,980

Change in fair value of warrant liability
 
(2,496
)
Balance at September 30, 2018
 
$
1,484

Due to the valuation of the derivative liability being highly sensitive to the trading price of the Company's stock, the increase and decrease in the trading price of the Company's stock has the impact of increasing the loss and gain, respectively. During the three and six months ended September 30, 2018, the Company recorded a gain from change in fair value of warrant liability of $926 and $2,496, respectively, due to the decrease in the Company's closing stock price during the current quarter from $1.51 to $1.24 and during the six months ended September 30, 2018 from $2.01 to $1.24. During the three and six months ended September 30, 2017, the Company recorded a loss from change in fair value of warrant liability of $1,164 and $1,628, respectively, due to the increase in the Company's closing stock price during the three months ended September 30, 2017 from $1.03 to $1.51 and during the six months ended September 30, 2017 from $0.94 to $1.51.
The market-based assumptions and estimates used in valuing the warrant liability include amounts in the following amounts:
 
September 30, 2018
Stock price volatility
60
%
Probability of change in control
1.75
%
Stock price (per share)
$1.24
Expected term
2.00 years

Risk-free rate (1)
2.77
%
Assumed early conversion/exercise price (per share)
$2.73
(1) The Monte Carlo simulation assumes the continuously compounded equivalent (CCE) interest rate of 1.0% based on the average of the 2-year and 3-year U.S. Treasury securities as of the valuation date. 
Changes in valuation assumptions can have a significant impact on the valuation of the warrant liability. For example, all other things being equal, a decrease/increase in our stock price, probability of change of control, or stock price volatility

23


decreases/increases the valuation of the liabilities, whereas a decrease/increase in risk-free interest rates increases/decreases the valuation of the liabilities.
10.    Description of Stock Plans
Employee Stock Plan
The Company is currently issuing stock awards under the Amended and Restated Digital Turbine, Inc. 2011 Equity Incentive Plan (the “2011 Plan”), which was approved and adopted by our stockholders by written consent on May 23, 2012. No future grants will be made under the previous plan, the 2007 Employee, Director and Consultant Stock Plan (the “2007 Plan”). The 2011 Plan and 2007 Plan are collectively referred to as "Digital Turbine's Incentive Plans." In the year ended March 31, 2015, in connection with the acquisition of Appia (i.e., DT Media), the Company assumed the Appia, Inc. 2008 Stock Incentive Plan (the “Appia Plan”). Digital Turbine’s Incentive Plans and the Appia Plan are all collectively referred to as the “Stock Plans.”
The 2011 Plan provides for grants of stock-based incentive awards to our and our subsidiaries’ officers, employees, non-employee directors, and consultants. Awards issued under the 2011 Plan can include stock options, stock appreciation rights (“SARs”), restricted stock, and restricted stock units (sometimes referred to individually or collectively as “Awards”). Stock options may be either “incentive stock options” (“ISOs”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options (“NQSOs”).
The 2011 Plan reserves 20,000,000 shares for issuance, of which 8,320,739 and 9,135,513 remained available for future grants as of September 30, 2018 and March 31, 2018, respectively. The change over the comparative period represents stock option grants, stock option forfeitures/cancellations, and restricted shares of common stock of 1,240,425, 964,863, and 539,213, respectively.
Stock Option Agreements
Stock options granted under Digital Turbine's Stock Plans typically vest over a three-to-four year period. These options, which are granted with option exercise prices equal to the fair market value of the Company’s common stock on the date of grant, generally expire up to ten years from the date of grant. Compensation expense for all stock options is recognized on a straight-line basis over the requisite service period.
Stock Option Activity
The following table summarizes stock option activity for the Stock Plans for the periods or as of the dates indicated:
 
 
Number of
Shares
 
Weighted Average
Exercise Price (per share)
 
Weighted Average
Remaining Contractual
Life (in years)
 
Aggregate Intrinsic
Value (in thousands)
Options Outstanding, March 31, 2018
 
9,741,969

 
$
2.08

 
7.82
 
$
6,286

Granted
 
1,240,425

 
1.67

 
 
 
 
Forfeited / Cancelled
 
(964,863
)
 
4.71

 
 
 
 
Exercised
 
(261,201
)
 
0.88

 
 
 
 
Options Outstanding, September 30, 2018
 
9,756,330

 
1.80

 
6.64
 
380

Vested and expected to vest (net of estimated forfeitures) at September 30, 2018 (a)
 
8,298,074

 
1.89

 
7.44
 
1,205

Exercisable, September 30, 2018
 
4,836,214

 
$
2.37

 
6.64
 
$
381

(a) For options vested and expected to vest, options exercisable, and options outstanding, the aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Digital Turbine's closing stock price on September 30, 2018 and the exercise price multiplied by the number of in-the-money options) that would have been received by the option holders, had the holders exercised their options on September 30, 2018. The intrinsic value changes based on changes in the price of the Company's common stock.

24


Information about options outstanding and exercisable at September 30, 2018 is as follows:
 
 
Options Outstanding
 
Options Exercisable
Exercise Price
 
Number of Shares
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Life (Years)
 
Number of Shares
 
Weighted-Average Exercise Price
$0.00 - 0.50
 
6,204

 
$
0.24

 
1.48
 
6,204

 
$
0.24

$0.51 - 1.00
 
2,696,614

 
$
0.73

 
8.08
 
582,288

 
$
0.75

$1.01 - 1.50
 
2,567,615

 
$
1.28

 
7.68
 
1,517,113

 
$
1.28

$1.51 - 2.00
 
1,534,339

 
$
1.65

 
9.23
 
309,398

 
$
1.58

$2.01 - 2.50
 
597,766

 
$
2.18

 
9.37
 
67,419

 
$
2.04

$2.51 - 3.00
 
827,992

 
$
2.61

 
5.63
 
827,992

 
$
2.61

$3.51 - 4.00
 
757,800

 
$
3.96

 
5.84
 
757,800

 
$
3.96

$4.01 - 4.50
 
658,000

 
$
4.15

 
5.53
 
658,000

 
$
4.15

$4.51 - 5.00
 
60,000

 
$
4.65

 
4.49
 
60,000

 
$
4.65

$5.01 and over
 
50,000

 
$
5.89

 
5.95
 
50,000

 
$
5.89

 
 
9,756,330

 
 
 
 
 
4,836,214

 
 
Other information pertaining to stock options for the Stock Plans for the six months ended September 30, 2018 and 2017, as stated in the table below, is as follows:
 
 
September 30,
 
 
2018
 
2017
Total fair value of options vested
 
$
855

 
$
1,461

Total intrinsic value of options exercised (a)
 
$
162

 
$
9

(a) The total intrinsic value of options exercised represents the total pre-tax intrinsic value (the difference between the stock price at exercise and the exercise price multiplied by the number of options exercised) that was received by the option holders who exercised their options during the six months ended September 30, 2018 and 2017.
During the six months ended September 30, 2018 and 2017, the Company granted options to purchase 1,240,425 and 872,000 shares of its common stock, respectively, to employees with weighted-average grant-date fair values of $1.67 and $1.06, respectively.
At September 30, 2018 and 2017, there was $3,417 and $3,254 of total unrecognized stock-based compensation expense, respectively, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted-average period of 2.23 and 2.02 years, respectively.
Valuation of Awards
For stock options granted under Digital Turbine’s Stock Plans, the Company typically uses the Black-Scholes option pricing model to estimate the fair value of stock options at grant date. The Black-Scholes option pricing model incorporates various assumptions, including volatility, expected term, risk-free interest rates, and dividend yields. The assumptions utilized in this model for options granted during the six months ended September 30, 2018 are presented below.

 
September 30, 2018
Risk-free interest rate
 
 2.79% to 3.04%
Expected life of the options
 
 5.62 to 9.69 years
Expected volatility
 
66%
Expected dividend yield
 
—%
Expected forfeitures
 
29%

25


Expected volatility is based on a blend of implied and historical volatility of the Company's common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options. The Company uses this blend of implied and historical volatility, as well as other economic data, because management believes such volatility is more representative of prospective trends. The expected term of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees.
Total stock compensation expense for the Company’s Stock Plans for the three and six months ended September 30, 2018 and 2017, which includes both stock options and restricted stock, was $602 and $1,150, respectively, and $719 and $1,510, respectively. Please refer to Note 11. "Capital Stock Transactions" regarding restricted stock.
11.    Capital Stock Transactions
Preferred Stock
There are 2,000,000 shares of Series A Convertible Preferred Stock, $0.0001 par value per share (“Series A”), authorized and 100,000 shares of Series A issued and outstanding, which are currently convertible into 20,000 shares of common stock. The Series A holders are entitled to: (1) vote on an equal per-share basis as common stock, (2) dividends paid to the common stock holders on an if-converted basis and (3) a liquidation preference equal to the greater of $10 per share of Series A (subject to adjustment) or such amount that would have been paid to the common stock holders on an if-converted basis.
Common Stock and Warrants
For the six months ended September 30, 2018, the Company issued 261,201 shares of common stock for the exercise of employee options.
The following table provides activity for warrants issued and outstanding during the six months ended September 30, 2018:
 
 
Number of Warrants Outstanding
 
Weighted-Average Exercise Price
Outstanding as of March 31, 2018
 
4,536,857

 
1.56

Expired
 
(412,857
)
 
3.43

Outstanding as of September 30, 2018
 
4,124,000

 
1.37

Restricted Stock Agreements
From time to time, the Company enters into restricted stock agreements (“RSAs”) with certain employees, directors, and consultants. The RSAs have performance conditions, market conditions, time conditions, or a combination thereof. In some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period, from three months to two years, depending on the terms of the RSA. As reported in our Current Reports on Form 8-K filed with the SEC on February 19, 2014 and June 25, 2014, the Company adopted a Board Member Equity Ownership Policy that supersedes any post-vesting lock-up in RSAs that are applicable to people covered by the policy, which includes the Company’s Board of Directors and Chief Executive Officer.

26


Service and Time Condition RSAs
Awards of restricted stock are grants of restricted stock that are issued at no cost to the recipient. The cost of these awards is determined using the fair market value of the Company’s common stock on the date of the grant. Compensation expense for restricted stock awards with a service condition is recognized on a straight-line basis over the requisite service period.
In June 2018, the Company issued 232,558 restricted shares to its Chief Executive Officer and Chief Financial Officer. The shares vest over three years. The fair value of the shares on the date of issuance was $400.
In August 2018, the Company issued 306,655 restricted shares to its Board of Directors for their next annual service period. The shares vest quarterly over one year. The fair value of the shares on the date of issuance was $426.
With respect to time condition RSAs, the Company expensed $123 and $208 during the three and six months ended September 30, 2018, respectively, and $74 and $150 during the three and six months ended September 30, 2017, respectively.
The following is a summary of restricted stock awards and activities for all vesting conditions for the six months ended September 30, 2018:
 
 
Number of Shares
 
Weighted-Average Grant Date Fair Value
Unvested restricted stock outstanding as of March 31, 2018
 
132,569

 
1.09

Granted
 
539,213

 
1.53

Vested
 
(132,569
)
 
1.09

Unvested restricted stock outstanding as of September 30, 2018
 
539,213

 
1.53

All restricted shares, vested and unvested, cancellable and not cancelled, have been included in the outstanding shares as of September 30, 2018.
At September 30, 2018, there was $723 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards expected to be recognized over a weighted-average period of approximately 1.60 years.

27


12.    Net Income (Loss) Per Share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase, and excludes any dilutive effects of employee stock-based awards in periods where the Company had net losses. Because the Company was in a net loss position for the three and six months ended September 30, 2017, all potentially dilutive shares of common stock were determined to be anti-dilutive, and accordingly, were not included in the calculation of diluted net loss per share. For the three and six months ended September 30, 2018, the Company was in a net income position, and has included the dilutive effect of employee stock-based awards using the treasury method and assuming an average stock price over the period of $1.39 and $1.55, respectively.
The following table sets forth the computation of net income (loss) per share of common stock (in thousands, except per share amounts):
 
 
Three months ended September 30,
 
Six months ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Net income / (loss) from continuing operations, net of taxes
 
$
2,068

 
$
(6,603
)
 
$
3,596

 
$
(10,690
)
Weighted-average common shares outstanding, basic
 
77,193

 
66,846

 
76,644

 
66,723

Weighted-average common shares outstanding, diluted
 
78,780

 
66,846

 
79,019

 
66,723

Basic and diluted net income / (loss) per common share
 
$
0.03

 
$
(0.10
)
 
$
0.05

 
$
(0.16
)
Common stock equivalents included in net income per diluted share
 
1,587

 
—

 
2,375

 
—

Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive
 
—

 
1,428

 
—

 
1,238

13.    Income Taxes
Our provision for income taxes as a percentage of pre-tax earnings (“effective tax rate”) is based on a current estimate of the annual effective income tax rate, adjusted to reflect the impact of discrete items. In accordance with ASC 740, jurisdictions forecasting losses that are not benefited due to valuation allowances are not included in our forecasted effective tax rate.
During the three and six months ended September 30, 2018, a tax benefit of $23 and $59, respectively, resulted in an effective tax rate of (1.3)% and (2.7)%, respectively. Differences in the tax provision and the statutory rate are primarily due to changes in the valuation allowance.
During the three and six months ended September 30, 2017, a tax benefit of $884 and $853, respectively, resulted in an effective tax rate of (12.0)% and (7.4)%, respectively. Differences in the tax provision and statutory rate are primarily due to changes in the valuation allowance. The tax benefit reported in the quarter is largely due to changes resulting from the finalization of the transfer pricing study.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U. S. corporate income tax rate from 35% to 21% and implementing a territorial tax system. As a result of the valuation allowance against U.S. deferred tax assets and the Company’s U.S. federal and state NOL carryovers, the changes in U.S. tax law have not impacted the Company’s annual effective tax rate for the three and six months ended September 30, 2018.
14.    Commitments and Contingencies
No legal matters or other proceedings requiring disclosure exist at this time.

28


15.    Geographic Information
The following table sets forth geographic information on our net revenues for the three and six months ended September 30, 2018 and 2017. Net revenues by geography are based on the billing addresses of our customers.
 
 
Three months ended September 30,
 
 
2018
 
2017
 
 
(Unaudited)
Net revenues
 
 
 
 
     United States and Canada
 
$
17,141

 
$
8,780

     Europe, Middle East, and Africa
 
3,246

 
1,234

     Asia Pacific and China
 
2,393

 
5,070

     Mexico, Central America, and South America
 
1,074

 
821

Consolidated net revenues
 
$
23,854

 
$
15,905

 
 
Six months ended September 30,
 
 
2018
 
2017
 
 
(Unaudited)
Net revenues
 
 
 
 
     United States and Canada
 
$
32,919

 
$
14,834

     Europe, Middle East, and Africa
 
7,084

 
2,497

     Asia Pacific and China
 
4,397

 
11,300

     Mexico, Central America, and South America
 
1,566

 
2,427

Consolidated net revenues
 
$
45,966

 
$
31,058


16.    Guarantor and Non-Guarantor Financial Statements
On September 28, 2016, the Company sold to the Initial Purchaser $16,000 principal amount of 8.75% convertible notes maturing on September 23, 2020, unless converted, repurchased, or redeemed in accordance with their terms prior to such date. The Notes were issued under the Indenture, as amended and supplemented to date, between Digital Turbine, Inc., US Bank National Association, as trustee, and certain wholly-owned subsidiaries of the Company, specifically, DT USA, DT Media, DT EMEA, and DT APAC. Given the Notes are unconditionally guaranteed as to the payment of principal, premium, if any, and interest on a senior unsecured basis by four of the wholly-owned subsidiaries of the Company, the Company is required by SEC Reg S-X 210.3-10 to include, in a footnote, consolidating financial information for the same periods with a separate column for:
•
The parent company;
•
The subsidiary guarantors on a combined basis;
•
Any other subsidiaries of the parent company on a combined basis;
•
Consolidating adjustments; and
•
The total consolidated amounts.
The following consolidated financial information includes:
(1) Consolidated balance sheets as of September 30, 2018 and March 31, 2018; consolidated statements of operations for the three and six months ended September 30, 2018 and 2017; and consolidated statements of cash flows for the six months ended September 30, 2018 and 2017 of (a) Digital Turbine, Inc. as the parent, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries, and (d) Digital Turbine, Inc. on a consolidated basis; and
(2) Elimination entries necessary to consolidate Digital Turbine, Inc., as the parent, with its guarantor and non-guarantor subsidiaries.

29


Digital Turbine, Inc. owns 100% of all of the guarantor subsidiaries, and as a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for these subsidiaries as of and for the three and six months ended September 30, 2018 or 2017.

30



Consolidated Balance Sheet
as of September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
 
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated Total
ASSETS
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
Cash
 
$
205

 
$
7,823

 
$
321

 
$
8,349

Restricted cash
 
256

 
175

 
—

 
431

Accounts receivable, net of allowance of $866
 
—

 
20,604

 
258

 
20,862

Deposits
 
34

 
114

 
4

 
152

Prepaid expenses and other current assets
 
312

 
394

 
10

 
716

Current assets held for disposal
 
—

 
3,515

 
157

 
3,672

Total current assets
 
807

 
32,625

 
750

 
34,182

Property and equipment, net
 
576

 
2,470

 
7

 
3,053

Deferred tax assets
 
655

 
—

 
—

 
655

Intangible assets, net
 
1

 
560

 
—

 
561

Goodwill
 
1,065

 
40,201

 
1,000

 
42,266

TOTAL ASSETS
 
$
3,104

 
$
75,856

 
$
1,757

 
$
80,717

INTERCOMPANY
 
 
 
 
 
 
 
 
Intercompany payable / (receivable), net
 
113,747

 
(96,749
)
 
(16,998
)
 
—

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,068

 
$
25,684

 
$
—

 
$
26,752

Accrued license fees and revenue share
 
—

 
5,322

 
395

 
5,717

Accrued compensation
 
34

 
512

 
35

 
581

Short-term debt, net of debt issuance costs and discounts of $120
 
1,480

 
—

 
—

 
1,480

Other current liabilities
 
1,060

 
376

 
41

 
1,477

Current liabilities held for disposal
 
—

 
5,639

 
276

 
5,915

Total current liabilities
 
3,642

 
37,533

 
747

 
41,922

Convertible notes, net of debt issuance costs and discounts of $1,482
 
3,418

 
—

 
—

 
3,418

Convertible note embedded derivative liability
 
1,728

 
—

 
—

 
1,728

Warrant liability
 
1,484

 
—

 
—

 
1,484

Total liabilities
 
10,272

 
37,533

 
747

 
48,552

Stockholders' equity
 
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
 
 
 
 
Series A convertible preferred stock at $0.0001 par value; 2,000,000 shares authorized, 100,000 issued and outstanding (liquidation preference of $1,000)
 
100

 
—

 
—

 
100

Common stock
 
 
 
 
 
 
 
 
$0.0001 par value: 200,000,000 shares authorized; 78,214,570 issued and 77,480,114 outstanding at September 30, 2018
 
10

 
—

 
—

 
10

Additional paid-in capital
 
320,361

 
—

 
—

 
320,361

Treasury stock (754,599 shares at September 30, 2018)
 
(71
)
 
—

 
—

 
(71
)
Accumulated other comprehensive loss
 
30

 
(1,489
)
 
1,136

 
(323
)
Accumulated deficit
 
(213,851
)
 
(56,937
)
 
(17,124
)
 
(287,912
)
Total stockholders' equity
 
106,579

 
(58,426
)
 
(15,988
)
 
32,165

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
116,851

 
$
(20,893
)
 
$
(15,241
)
 
$
80,717


31



Consolidated Balance Sheet
as of March 31, 2018 (Unaudited)
(in thousands, except par value and share amounts)
 
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated Total
ASSETS
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
Cash
 
$
501

 
$
11,800

 
$
419

 
$
12,720

Restricted cash
 
156

 
175

 
—

 
331

Accounts receivable, net of allowance of $512
 
—

 
16,777

 
273

 
17,050

Deposits
 
34

 
113

 
4

 
151

Prepaid expenses and other current assets
 
330

 
406

 
14

 
750

Current assets held for disposal
 
—

 
8,610

 
143

 
8,753

Total current assets
 
1,021

 
37,881

 
853

 
39,755

Property and equipment, net
 
257

 
2,485

 
15

 
2,757

Deferred tax assets
 
596

 
—

 
—

 
596

Intangible assets, net
 
—

 
1,231

 
—

 
1,231

Goodwill
 
—

 
41,268

 
1,000

 
42,268

TOTAL ASSETS
 
$
1,874

 
$
82,865

 
$
1,868

 
$
86,607

INTERCOMPANY
 
 
 
 
 
 
 
 
Intercompany payable / (receivable), net
 
117,873

 
(114,234
)
 
(3,639
)
 
—

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,031

 
$
18,841

 
$
23

 
$
19,895

Accrued license fees and revenue share
 
—

 
7,989

 
243

 
8,232

Accrued compensation
 
2,285

 
661

 
20

 
2,966

Short-term debt, net of debt issuance costs and discounts of $205
 
1,445

 
—

 
—

 
1,445

Other current liabilities
 
911

 
231

 
—

 
1,142

Current liabilities held for disposal
 
—

 
12,246

 
480

 
12,726

Total current liabilities
 
5,672

 
39,968

 
766

 
46,406

Convertible notes, net of debt issuance costs and discounts of $1,827
 
3,873

 
—

 
—

 
3,873

Convertible note embedded derivative liability
 
4,676

 
—

 
—

 
4,676

Warrant liability
 
3,980

 
—

 
—

 
3,980

Total liabilities
 
18,201

 
39,968

 
766

 
58,935

Stockholders' equity
 
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
 
 
 
 
Series A convertible preferred stock at $0.0001 par value; 2,000,000 shares authorized, 100,000 issued and outstanding (liquidation preference of $1,000)
 
100

 
—

 
—

 
100

Common stock
 
 
 
 
 
 
 
 
$0.0001 par value: 200,000,000 shares authorized; 76,843,278 issued and 76,108,822 outstanding at March 31, 2018
 
10

 
—

 
—

 
10

Additional paid-in capital
 
318,066

 
—

 
—

 
318,066

Treasury stock (754,599 shares at March 31, 2018)
 
(71
)
 
—

 
—

 
(71
)
Accumulated other comprehensive loss
 
(15
)
 
(621
)
 
311

 
(325
)
Accumulated deficit
 
(216,544
)
 
(70,716
)
 
(2,848
)
 
(290,108
)
Total stockholders' equity
 
101,546

 
(71,337
)
 
(2,537
)
 
27,672

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
119,747

 
$
(31,369
)
 
$
(1,771
)
 
$
86,607


32


Consolidated Statement of Operations and Comprehensive Loss
for the three months ended September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
 
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Elimination
 
Consolidated Total
Net revenues
 
$
—

 
$
43,766

 
$
180

 
$
(20,092
)
 
$
23,854

Cost of revenues
 
 
 
 
 
 
 
 
 
 
License fees and revenue share
 
—

 
35,804

 
90

 
(20,092
)
 
15,802

Other direct cost of revenues
 
—

 
508

 
—

 
—

 
508

Total cost of revenues
 
—

 
36,312

 
90

 
(20,092
)
 
16,310

Gross profit
 
—

 
7,454

 
90

 
—

 
7,544

Operating expenses
 
 
 
 
 
 
 
 
 
 
Product development
 
82

 
2,435

 
120

 
—

 
2,637

Sales and marketing
 
234

 
1,483

 
196

 
—

 
1,913

General and administrative
 
1,252

 
1,345

 
82

 
—

 
2,679

Total operating expenses
 
1,568

 
5,263

 
398

 
—

 
7,229

Income / (loss) from operations
 
(1,568
)
 
2,191

 
(308
)
 
—

 
315

Interest and other income / (expense), net
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(134
)
 
(1
)
 
—

 
—

 
(135
)
Foreign exchange transaction gain / (loss)
 
—

 
15

 
(14
)
 
—

 
1

Change in fair value of convertible note embedded derivative liability
 
952

 
—

 
—

 
—

 
952

Change in fair value of warrant liability
 
926

 
—

 
—

 
—

 
926

Loss on extinguishment of debt
 
(15
)
 
—

 
—

 
—

 
(15
)
Other income / (expense)
 
24

 
(24
)
 
1

 
—

 
1

Total interest and other income / (expense), net
 
1,753

 
(10
)
 
(13
)
 
—

 
1,730

Income / (loss) from continuing operations before income taxes
 
185

 
2,181

 
(321
)
 
—

 
2,045

Income tax benefit
 
(23
)
 
—

 
—

 
—

 
(23
)
Net income / (loss) from continuing operations, net of taxes
 
208

 
2,181

 
(321
)
 
—

 
2,068

Loss from discontinued operations
 
—

 
(356
)
 
—

 
—

 
(356
)
Net loss from discontinued operations, net of taxes
 
—

 
(356
)
 
—

 
—

 
(356
)
Net income / (loss)
 
$
208

 
$
1,825

 
$
(321
)
 
$
—

 
$
1,712

Comprehensive income / (loss)
 
$
208

 
$
1,825

 
$
(321
)
 
$
—

 
$
1,712


33


Consolidated Statement of Operations and Comprehensive Loss
for the six months ended September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
 
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Elimination
 
Consolidated Total
Net revenues
 
$
—

 
$
84,693

 
$
384

 
$
(39,111
)
 
$
45,966

Cost of revenues
 
 
 
 
 
 
 
 
 
 
License fees and revenue share
 
—

 
69,949

 
180

 
(39,111
)
 
31,018

Other direct cost of revenues
 
—

 
1,015

 
—

 
—

 
1,015

Total cost of revenues
 
—

 
70,964

 
180

 
(39,111
)
 
32,033

Gross profit
 
—

 
13,729

 
204

 
—

 
13,933

Operating expenses
 
 
 
 
 
 
 
 
 
 
Product development
 
172

 
5,339

 
235

 
—

 
5,746

Sales and marketing
 
358

 
2,991

 
400

 
—

 
3,749

General and administrative
 
2,414

 
2,835

 
134

 
—

 
5,383

Total operating expenses
 
2,944

 
11,165

 
769

 
—

 
14,878

Income / (loss) from operations
 
(2,944
)
 
2,564

 
(565
)
 
—

 
(945
)
Interest and other income / (expense), net
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(454
)
 
—

 
—

 
—

 
(454
)
Foreign exchange transaction gain / (loss)
 
—

 
25

 
(16
)
 
—

 
9

Change in fair value of convertible note embedded derivative liability
 
2,572

 
—

 
—

 
—

 
2,572

Change in fair value of warrant liability
 
2,496

 
—

 
—

 
—

 
2,496

Loss on extinguishment of debt
 
(15
)
 
—

 
—

 
—

 
(15
)
Other income / (expense)
 
918

 
(1,040
)
 
(4
)
 
—

 
(126
)
Total interest and other income / (expense), net
 
5,517

 
(1,015
)
 
(20
)
 
—

 
4,482

Income / (loss) from continuing operations before income taxes
 
2,573

 
1,549

 
(585
)
 
—

 
3,537

Income tax benefit
 
(59
)
 
—

 
—

 
—

 
(59
)
Net income / (loss) from continuing operations, net of taxes
 
2,632

 
1,549

 
(585
)
 
—

 
3,596

Income / (loss) from discontinued operations
 
(37
)
 
(1,372
)
 
9

 
—

 
(1,400
)
Net income / (loss) from discontinued operations, net of taxes
 
(37
)
 
(1,372
)
 
9

 
—

 
(1,400
)
Net income / (loss)
 
$
2,595

 
$
177

 
$
(576
)
 
$
—

 
$
2,196

Comprehensive income / (loss)
 
$
2,595

 
$
177

 
$
(576
)
 
$
—

 
$
2,196









34


Consolidated Statement of Operations and Comprehensive Loss
for the three months ended September 30, 2017 (Unaudited)
(in thousands, except par value and share amounts)
 
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Elimination
 
Consolidated Total
Net revenues
 
$
—

 
$
29,026

 
$
267

 
$
(13,388
)
 
$
15,905

Cost of revenues
 
 
 
 
 
 
 
 
 
 
License fees and revenue share
 
—

 
23,183

 
70

 
(13,388
)
 
9,865

Other direct cost of revenues
 
—

 
430

 
—

 
—

 
430

Total cost of revenues
 
—

 
23,613

 
70

 
(13,388
)
 
10,295

Gross profit
 
—

 
5,413

 
197

 
—

 
5,610

Operating expenses
 
 
 
 
 
 
 
 
 
 
Product development
 
7

 
2,216

 
18

 
—

 
2,241

Sales and marketing
 
72

 
1,143

 
69

 
—

 
1,284

General and administrative
 
2,393

 
1,038

 
120

 
—

 
3,551

Total operating expenses
 
2,472

 
4,397

 
207

 
—

 
7,076

Income / (loss) from operations
 
(2,472
)
 
1,016

 
(10
)
 
—

 
(1,466
)
Interest and other income / (expense), net
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(659
)
 
(3
)
 
—

 
—

 
(662
)
Foreign exchange transaction loss
 
—

 
(47
)
 
—

 
—

 
(47
)
Change in fair value of convertible note embedded derivative liability
 
(3,344
)
 
—

 
—

 
—

 
(3,344
)
Change in fair value of warrant liability
 
(1,164
)
 
—

 
—

 
—

 
(1,164
)
Loss on extinguishment of debt
 
(882
)
 
—

 
—

 
—

 
(882
)
Other income
 
(24
)
 
102

 
—

 
—

 
78

Total interest and other income / (expense), net
 
(6,073
)
 
52

 
—

 
—

 
(6,021
)
Income / (loss) from continuing operations before income taxes
 
(8,545
)
 
1,068

 
(10
)
 
—

 
(7,487
)
Income tax provision
 
(884
)
 
—

 
—

 
—

 
(884
)
Net income / (loss) from continuing operations, net of taxes
 
(7,661
)
 
1,068

 
(10
)
 
—

 
(6,603
)
Income / (loss) from discontinued operations
 
(73
)
 
620

 
(402
)
 
—

 
145

Net income / (loss) from discontinued operations, net of taxes
 
(73
)
 
620

 
(402
)
 
—

 
145

Net income / (loss)
 
$
(7,734
)
 
$
1,688

 
$
(412
)
 
$
—

 
$
(6,458
)
Other comprehensive income / (loss)
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
—

 
211

 
(216
)
 
—

 
(5
)
Comprehensive income / (loss)
 
$
(7,734
)
 
$
1,899

 
$
(628
)
 
$
—

 
$
(6,463
)

35


Consolidated Statement of Operations and Comprehensive Loss
for the six months ended September 30, 2017 (Unaudited)
(in thousands, except par value and share amounts)
 
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Elimination
 
Consolidated Total
Net revenues
 
—

 
56,093

 
517

 
(25,552
)
 
31,058

Cost of revenues
 
 
 
 
 
 
 
 
 
 
License fees and revenue share
 
—

 
44,904

 
105

 
(25,552
)
 
19,457

Other direct cost of revenues
 
—

 
839

 
—

 
 
 
839

Total cost of revenues
 
—

 
45,743

 
105

 
(25,552
)
 
20,296

Gross profit
 
—

 
10,350

 
412

 
—

 
10,762

Operating expenses
 
 
 
 
 
 
 
 
 
 
Product development
 
12

 
4,373

 
30

 
—

 
4,415

Sales and marketing
 
174

 
2,125

 
122

 
—

 
2,421

General and administrative
 
4,645

 
2,070

 
194

 
—

 
6,909

Total operating expenses
 
4,831

 
8,568

 
346

 
—

 
13,745

Income / (loss) from operations
 
(4,831
)
 
1,782

 
66

 
—

 
(2,983
)
Interest and other income / (expense), net
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(1,369
)
 
—

 
—

 
—

 
(1,369
)
Foreign exchange transaction loss
 
—

 
(110
)
 
—

 
—

 
(110
)
Change in fair value of convertible note embedded derivative liability
 
(4,652
)
 
—

 
—

 
—

 
(4,652
)
Change in fair value of warrant liability
 
(1,628
)
 
—

 
—

 
—

 
(1,628
)
Loss on extinguishment of debt
 
(882
)
 
—

 
—

 
—

 
(882
)
Other income
 
(21
)
 
102

 
—

 
—

 
81

Total interest and other income / (expense), net
 
(8,552
)
 
(8
)
 
—

 
—

 
(8,560
)
Income / (loss) from continuing operations before income taxes
 
(13,383
)
 
1,774

 
66

 
—

 
(11,543
)
Income tax provision
 
(853
)
 
—

 
—

 
—

 
(853
)
Net income / (loss) from continuing operations, net of taxes
 
(12,530
)
 
1,774

 
66

 
—

 
(10,690
)
Income / (loss) from discontinued operations
 
(73
)
 
576

 
(446
)
 
—

 
57

Net income / (loss) from discontinued operations, net of taxes
 
(73
)
 
576

 
(446
)
 
—

 
57

Net income / (loss)
 
(12,603
)
 
2,350

 
(380
)
 
—

 
(10,633
)
Other comprehensive income / (loss)
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
—

 
(5
)
 
—

 
—

 
(5
)
Comprehensive income / (loss)
 
(12,603
)
 
2,345

 
(380
)
 
—

 
(10,638
)







36



Consolidated Statement of Cash Flows
for the six months ended September 30, 2018 (Unaudited)
(in thousands, except par value and share amounts)
 
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated Total
Cash flows from operating activities
 
 
 
 
 
 
 
 
Net income / (loss) from continuing operations, net of taxes
 
$
2,632

 
$
1,549

 
$
(585
)
 
$
3,596

Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
17

 
1,417

 
2

 
1,436

Loss on disposal of fixed assets
 
—

 
—

 
—

 
—

Change in allowance for doubtful accounts
 
—

 
319

 
35

 
354

Amortization of debt discount and debt issuance costs
 
188

 
—

 
—

 
188

Stock-based compensation
 
942

 
—

 
—

 
942

Stock-based compensation for services rendered
 
208

 
—

 
—

 
208

Change in fair value of convertible note embedded derivative liability
 
(2,572
)
 
—

 
—

 
(2,572
)
Change in fair value of warrant liability
 
(2,496
)
 
—

 
—

 
(2,496
)
Loss on extinguishment of debt
 
15

 
—

 
—

 
15

(Increase) / decrease in assets:
 
 
 
 
 
 
 
 
Accounts receivable
 
—

 
(4,549
)
 
383

 
(4,166
)
Deferred tax assets
 
(59
)
 
—

 
—

 
(59
)
Prepaid expenses and other current assets
 
18

 
10

 
5

 
33

Increase / (decrease) in liabilities:
 
 
 
 
 
 
 
 
Accounts payable
 
38

 
6,986

 
(167
)
 
6,857

Accrued license fees and revenue share
 
—

 
(2,594
)
 
79

 
(2,515
)
Accrued compensation
 
(2,250
)
 
(113
)
 
(15
)
 
(2,378
)
Accrued interest
 
3

 
—

 
—

 
3

Other current liabilities
 
4,422

 
(3,564
)
 
(450
)
 
408

Other non-current liabilities
 
(11
)
 
—

 
—

 
(11
)
Cash provided by / (used in) operating activities - continuing operations
 
1,095

 
(539
)
 
(713
)
 
(157
)
Cash used in operating activities - discontinued operations
 
—

 
(2,648
)
 
(450
)
 
(3,098
)
Net cash provided by / (used in) operating activities
 
1,095

 
(3,187
)
 
(1,163
)
 
(3,255
)
 
 
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
Capital expenditures
 
(336
)
 
(749
)
 
—

 
(1,085
)
Proceeds from intercompany transfer of assets between subsidiaries
 
(1,065
)
 
—

 
1,065

 
—

Cash provided by / (used in) investing activities - continuing operations
 
(1,401
)
 
(749
)
 
1,065

 
(1,085
)
Cash used in investing activities - discontinued operations
 
—

 
(41
)
 
—

 
(41
)
Net cash provided by / (used in) investing activities
 
(1,401
)
 
(790
)
 
1,065

 
(1,126
)
 
 
 
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
Options exercised
 
160

 
—

 
—

 
160

Repayment of debt obligations
 
(50
)
 
—

 
—

 
(50
)
Net cash used in financing activities
 
110

 
—

 
—

 
110

 
 
 
 
 
 
 
 
 
Net change in cash
 
(196
)
 
(3,977
)
 
(98
)
 
(4,271
)
 
 
 
 
 
 
 
 
 
Cash and restricted cash, beginning of period
 
657

 
11,975

 
419

 
13,051

 
 
 
 
 
 
 
 
 
Cash and restricted cash, end of period
 
$
461

 
$
7,998

 
$
321

 
$
8,780


37


Consolidated Statement of Cash Flows
for the six months ended September 30, 2017 (Unaudited)
(in thousands, except par value and share amounts)
 
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidated Total
Cash flows from operating activities
 
 
 
 
 
 
 
 
Net income / (loss) from continuing operations, net of taxes
 
$
(12,530
)
 
$
1,774

 
$
66

 
$
(10,690
)
Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
9

 
872

 
408

 
1,289

Amortization of debt discount and debt issuance costs
 
680

 
—

 
—

 
680

Change in allowance for doubtful accounts
 
—

 
219

 
(15
)
 
204

Stock-based compensation
 
1,360

 
—

 
—

 
1,360

Stock-based compensation for services rendered
 
150

 
—

 
—

 
150

Change in fair value of convertible note embedded derivative liability
 
4,652

 
—

 
—

 
4,652

Change in fair value of warrant liability
 
1,628

 
—

 
—

 
1,628

Loss on extinguishment of debt
 
882

 
—

 
—

 
882

(Increase) / decrease in assets:
 
 
 
 
 
 
 
 
Accounts receivable
 
—

 
(5,697
)
 
215

 
(5,482
)
Deposits
 
—

 
4

 
—

 
4

Deferred tax assets
 
(336
)
 
—

 
—

 
(336
)
Prepaid expenses and other current assets
 
33

 
30

 
(11
)
 
52

Increase / (decrease) in liabilities:
 
 
 
 
 
 
 
 
Accounts payable
 
(272
)
 
5,006

 
(35
)
 
4,699

Accrued license fees and revenue share
 
—

 
740

 
88

 
828

Accrued compensation
 
501

 
164

 
—

 
665

Accrued interest
 
(24
)
 
—

 
—

 
(24
)
Other current liabilities
 
2,096

 
(1,669
)
 
(500
)
 
(73
)
Other non-current liabilities
 
(529
)
 
—

 
—

 
(529
)
Intercompany movement of cash
 
3

 
(28
)
 
25

 
—

Cash provided by / (used in) operating activities - continuing operations
 
(1,697
)
 
1,415

 
241

 
(41
)
Cash provided by / (used in) operating activities - discontinued operations
 
46

 
(1,047
)
 
(338
)
 
(1,339
)
Net cash provided by / (used in) operating activities
 
(1,651
)
 
368

 
(97
)
 
(1,380
)
 
 
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
Capital expenditures
 
—

 
(743
)
 
(5
)
 
(748
)
Cash provided by / (used in) investing activities - continuing operations
 
 
 
(743
)
 
(5
)
 
(748
)
Cash provided by / (used in) investing activities - discontinued operations
 
—

 
(75
)
 
—

 
(75
)
Net cash used in investing activities
 
—

 
(818
)
 
(5
)
 
(823
)
 
 
 
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
Proceeds from short-term borrowings
 
2,500

 
—

 
—

 
2,500

Payment of debt issuance costs
 
(346
)
 
—

 
—

 
(346
)
Options exercised
 
19

 
—

 
—

 
19

Repayment of debt obligations
 
(247
)
 
—

 
—

 
(247
)
Net cash provided by financing activities
 
1,926

 
—

 
—

 
1,926

 
 
 
 
 
 
 
 
 
Effect of exchange rate changes on cash
 
—

 
(5
)
 
—

 
(5
)
 
 
 
 
 
 
 
 
 
Net change in cash
 
275

 
(455
)
 
(102
)
 
(282
)
 
 
 
 
 
 
 
 
 
Cash and restricted cash, beginning of period
 
414

 
5,508

 
558

 
6,480

 
 
 
 
 
 
 
 
 
Cash and restricted cash, end of period
 
$
689

 
$
5,053

 
$
456

 
$
6,198


38


17.    Subsequent Events

None.

39


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the Financial Statements and the notes thereto included in this Quarterly Report on Form 10-Q (the “Report”). The following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve substantial risks and uncertainties. When used in this Report, the words “anticipate,” “believe,” “estimate,” “expect,” “will,” “seeks,” “should,” “could,” “would,” “may,” and similar expressions, as they relate to our management or us, are intended to identify such forward-looking statements. Our actual results, performance, or achievements could differ materially from those expressed in, or implied by, these forward-looking statements as a result of a variety of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018, as well as those described elsewhere in this Report and in our other public filings. The risks included are not exhaustive, and additional factors could adversely affect our business and financial performance. We operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Historical operating results are not necessarily indicative of the trends in operating results for any future period. We do not undertake any obligation to update any forward-looking statements made in this Report. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends. This Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
All numbers are in thousands, except share and per share amounts.
Company Overview
Digital Turbine, Inc., through its subsidiaries, operates at the convergence of media and mobile communications, delivering end-to-end products and solutions for mobile operators, application advertisers, device OEMs, and other third parties to enable them to effectively monetize mobile content and generate higher-value user acquisition. The Company operates its business in one reporting segment – Advertising.
The Company's Advertising business consists of Operator and OEM ("O&O"), an advertiser solution for unique and exclusive carrier and OEM inventory, which is comprised of services including:
•
Ignite™ ("Ignite"), a mobile device management platform with targeted application distribution capabilities, and
•
Other products and professional services directly related to the Ignite platform.
Prior to the sale of the A&P Assets described under Note 4. Discontinued Operations in our consolidated financial statements in Item 1 of this Report, the O&O reporting segment also included the A&P Assets as an operating segment within O&O.
Advertising
O&O Business
The Company's O&O business is an advertiser solution for unique and exclusive carrier and OEM inventory, which is comprised of Ignite and other professional services directly related to the Ignite platform.
Ignite is a mobile application management software that enables mobile operators and OEMs to control, manage, and monetize applications installed at the time of activation and over the life of a mobile device. Ignite allows mobile operators to personalize the app activation experience for customers and monetize their home screens via Cost-Per-Install or CPI arrangements, Cost-Per-Placement or CPP arrangements, and/or Cost-Per-Action or CPA arrangements with third-party advertisers. There are several different delivery methods available to operators and OEMs on first boot of the device: Wizard, Silent, or Software Development Kit ("SDK"). Optional notification features are available throughout the life cycle of the device, providing operators additional opportunity for advertising revenue streams. The Company has launched Ignite with mobile operators and OEMs in North America, Latin America, Europe, Asia-Pacific, India, and Israel.

40


Disposition of the Content Reporting Segment and A&P Business
On April 29, 2018, the Company entered into two distinct disposition agreements with respect to selected assets owned by our subsidiaries.
DT APAC and DT Singapore (together, “Pay Seller”), each wholly-owned subsidiaries of the Company, entered into an Asset Purchase Pay Agreement (the “Pay Agreement”), dated as of April 23, 2018, with Chargewave Ptd Ltd (“Pay Purchaser”) to sell certain assets (the “Pay Assets”) owned by the Pay Seller related to the Company’s Direct Carrier Billing business. The Pay Purchaser is principally owned and controlled by Jon Mooney, an officer of the Pay Seller. At the closing of the asset sale, Mr. Mooney was no longer employed by the Company or Pay Seller. As consideration for this asset sale, Digital Turbine is entitled to receive certain license fees, profit-sharing, and equity participation rights as outlined in the Company’s Form 8-K filed May 1, 2018 with the SEC. The transaction was completed on July 1, 2018 with an effective date of July 1, 2018. With the sale of these assets, the Company has determined that it will exit the reporting segment of the business previously referred to as the Content business.
DT Media, a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “A&P Agreement”), dated as of April 28, 2018, with Creative Clicks B.V. (the “A&P Purchaser”) to sell business relationships with various advertisers and publishers (the “A&P Assets”) related to the Company’s Advertising and Publishing business. As consideration for this asset sale, we are entitled to receive a percentage of the gross profit derived from these customer agreements for a period of three years as outlined in the Company’s Form 8-K filed May 1, 2018 with the SEC. The transaction was completed on June 28, 2018 with an effective date of June 1, 2018. With the sale of these assets, the Company has determined that it will exit the operating segment of the business previously referred to as the A&P business, which was previously part of the Advertising segment, the Company's sole continuing reporting segment.
These dispositions will allow the Company to benefit from a streamlined business model, simplified operating structure, and enhanced management focus. Additionally, the Company expects to be able to generate additional cash via the announced transactions that can be re-invested into key O&O growth initiatives.
Discontinued Operations
As a result of the dispositions, the results of operations from our Content reporting segment and A&P business within the Advertising reporting segment are reported as “Net loss from discontinued operations, net of taxes” and the related assets and liabilities are classified as “held for disposal" in the consolidated financial statements in Item 1 of this report. The Company has recast prior period amounts presented within this Report to provide visibility and comparability.
All discussions in this Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, relate to the remaining continuing operations in our sole operating segment after the dispositions, the O&O business.

41


RESULTS OF OPERATIONS
(unaudited)
 
 
Three months ended September 30,
 
 
 
Six months ended September 30,
 
 
 
 
2018
 
2017
 
% of Change
 
2018
 
2017
 
% of Change
 
 
(in thousands, except per share amounts)
 
 
 
(in thousands, except per share amounts)
 
 
Net revenues
 
$
23,854

 
$
15,905

 
50.0
 %
 
$
45,966

 
$
31,058

 
48.0
 %
License fees and revenue share
 
15,802

 
9,865

 
60.2
 %
 
31,018

 
19,457

 
59.4
 %
Other direct cost of revenues
 
508

 
430

 
18.1
 %
 
1,015

 
839

 
21.0
 %
Gross profit
 
7,544

 
5,610

 
34.5
 %
 
13,933

 
10,762

 
29.5
 %
Total operating expenses
 
7,229

 
7,076

 
2.2
 %
 
14,878

 
13,745

 
8.2
 %
Income / (loss) from operations
 
315

 
(1,466
)
 
(121.5
)%
 
(945
)
 
(2,983
)
 
(68.3
)%
Interest expense
 
(135
)
 
(662
)
 
(79.6
)%
 
(454
)
 
(1,369
)
 
(66.8
)%
Foreign exchange transaction gain / (loss)
 
1

 
(47
)
 
(102.1
)%
 
9

 
(110
)
 
(108.2
)%
Change in fair value of convertible note embedded derivative liability
 
952

 
(3,344
)
 
(128.5
)%
 
2,572

 
(4,652
)
 
(155.3
)%
Change in fair value of warrant liability
 
926

 
(1,164
)
 
(179.6
)%
 
2,496

 
(1,628
)
 
(253.3
)%
Loss on extinguishment of debt
 
(15
)
 
(882
)
 
(98.3
)%
 
(15
)
 
(882
)
 
(98.3
)%
Other income / (expense)
 
1

 
78

 
(98.7
)%
 
(126
)
 
81

 
(255.6
)%
Income / (loss) from continuing operations before income taxes
 
2,045

 
(7,487
)
 
(127.3
)%
 
3,537

 
(11,543
)
 
(130.6
)%
Income tax benefit
 
(23
)
 
(884
)
 
(97.4
)%
 
(59
)
 
(853
)
 
(93.1
)%
Net income / (loss) from continuing operations, net of taxes
 
2,068

 
(6,603
)
 
(131.3
)%
 
3,596

 
(10,690
)
 
(133.6
)%
Net income / (loss)
 
$
1,712

 
$
(6,458
)
 
(126.5
)%
 
$
2,196

 
$
(10,633
)
 
(120.7
)%
Basic and diluted net income / (loss) per common share
 
$
0.03

 
$
(0.10
)
 
(130.0
)%
 
$
0.03

 
$
(0.16
)
 
(118.8
)%
Weighted-average common shares outstanding, basic
 
77,193

 
66,846

 
15.5
 %
 
76,644

 
66,723

 
14.9
 %
Weighted-average common shares outstanding, diluted
 
78,780

 
66,846

 
17.9
 %
 
79,019

 
66,723

 
18.4
 %
Comparison of the three and six months ended September 30, 2018 and 2017
Net Revenues
During the three and six months ended September 30, 2018, there was an approximately $7,949 and $14,908, respectively, or 50.0% and 48.0%, respectively, increase in overall revenue as compared to the three and six months ended September 30, 2017.
The Company's O&O business is an advertiser solution for unique and exclusive carrier and OEM inventory. During the three and six months ended September 30, 2018, the main revenue driver for the O&O business was the Ignite platform. Ignite is a mobile application management software that enables mobile operators and OEMs to control, manage, and monetize applications installed at the time of activation and over the life of a mobile device. This increase in Ignite net revenue was attributable to increased demand for the Ignite service, driven primarily by increased revenue from advertising partners across existing commercial deployments of Ignite with carrier partners as well as expanded distribution with new carrier partners and the deployment of new Ignite services and products.
During the three and six months ended September 30, 2018, Oath Inc. represented 39.0% and 32.7% of net revenues, respectively. During the three and six months ended September 30, 2017, Oath Inc. represented 25.0% and 22.9% of net revenues, respectively, Machine Zone, Inc. represented 13.0% and 15.2% of net revenues, respectively, and Cheetah Mobile Inc represented 10.1% and 10.4% of net revenues, respectively.

42


The Company partners with mobile carriers and OEMS to deliver applications on our Ignite platform through the carrier network. During the three and six months ended September 30, 2018, Verizon Wireless, generated 49.7% and 50.2%, respectively, while AT&T Inc., including its Cricket subsidiary, generated 38.8% and 38.3%, respectively, of our net revenues. During the three and six months ended September 30, 2017, Verizon Wireless, a carrier partner, generated 54.2% and 55.4%, respectively, while AT&T Inc., a carrier partner, including its Cricket subsidiary, generated 29.5% and 26.8%, respectively, of our net revenues.
A reduction or delay in operating activity from these customers or partners, or a delay or default in payment by these customers, or a termination of the Company's agreements with these customers, could materially harm the Company’s business and prospects. The Company expects to maintain these relationships and does not expect to experience material reductions or delays in operating activity with these customers or partners.
Gross Margin
 
 
Three months ended September 30,
 
 
 
Six months ended September 30,
 
 
 
 
2018
 
2017
 
% of Change
 
2018
 
2017
 
% of Change
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Gross margin $
 
$
7,544

 
$
5,610

 
34.5
 %
 
$
13,933

 
$
10,762

 
29.5
 %
Gross margin %
 
31.6
%
 
35.3
%
 
(10.5
)%
 
30.3
%
 
34.7
%
 
(12.7
)%
Total gross margin, inclusive of the impact of other direct costs of revenues (including amortization of intangibles), was approximately $7,544 and 13,933, respectively, or 31.6% and 30.3%, respectively, for the three and six months ended September 30, 2018 versus approximately $5,610 and 10,762, respectively, or 35.3% and 34.7%, respectively, for the three and six months ended September 30, 2017. The increase in gross margin dollars of $1,934 and $3,171, respectively, or 34.5% and 29.5%, respectively, is primarily attributable to an increase in Carrier and Advertiser demand in the O&O business. The decrease in gross margin percentage of 10.5% and 12.7%, respectively, is primarily attributable to higher percentage partner revenue share as certain revenue partners continue to reach volume thresholds.
Operating Expenses
 
 
Three months ended September 30,
 
 
 
Six months ended September 30,
 
 
 
 
2018
 
2017
 
% of Change
 
2018
 
2017
 
% of Change
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Product development
 
$
2,637

 
$
2,241

 
17.7
 %
 
$
5,746

 
$
4,415

 
30.1
 %
Sales and marketing
 
1,913

 
1,284

 
49.0
 %
 
3,749

 
2,421

 
54.9
 %
General and administrative
 
2,679

 
3,551

 
(24.6
)%
 
5,383

 
6,909

 
(22.1
)%
Total operating expenses
 
$
7,229

 
$
7,076


2.2
 %

$
14,878


$
13,745

 
8.2
 %
Total operating expenses for the three and six months ended September 30, 2018 and 2017 were approximately $7,229 and $14,878, respectively, and $7,076 and $13,745, respectively, an increase of approximately $153 and $1,133, respectively, or an increase of approximately 2.2% and 8.2%, respectively, over the comparative period.
Product development expenses include the development and maintenance of the Company's product suite. Expenses in this area are primarily a function of personnel. Product development expenses for the three and six months ended September 30, 2018 and 2017 were approximately $2,637 and $5,746, respectively, and $2,241 and $4,415, respectively, an increase of approximately $396 and $1,331, respectively, or 17.7% and 30.1%, respectively, over the comparative period. The increase in costs over the comparative three-month period was primarily a function of recently hired incremental personnel and hosting expenses associated with development activity.
Sales and marketing expenses represent the costs of sales and marketing personnel, advertising and marketing campaigns, and campaign management. Sales and marketing expenses for the three and six months ended September 30, 2018 and 2017 were approximately $1,913 and $3,749, respectively, and $1,284 and $2,421, respectively, an increase of

43


approximately $629 and $1,328, respectively, or 49.0% and 54.9%, respectively, over the comparative period. The increase in sales and marketing expenses over the comparative three-month period was primarily attributable to increased travel expenses related to the Company's continued expansion of its global footprint and increased commissions associated with the sales team generating more revenue through new and existing advertising relationships.
General and administrative expenses represent management, finance, and support personnel costs in both the parent and subsidiary companies, which include professional and consulting costs, in addition to other costs such as rent, stock-based compensation, and depreciation expense. General and administrative expenses for the three and six months ended September 30, 2018 and 2017 were approximately $2,679 and $5,383, respectively, and $3,551 and $6,909, respectively, a decrease of approximately $872 and $1,526, respectively, or 24.6% and 22.1%, respectively, over the comparative period. The decrease over the comparative three-month period is primarily attributable to lower legal, accounting, and professional consulting costs.
Interest and Other Income / (Expense)
 
 
Three months ended September 30,
 
 
 
Six months ended September 30,
 
 
 
 
2018
 
2017
 
% of Change
 
2018
 
2017
 
% of Change
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Interest expense
 
$
(135
)
 
$
(662
)
 
(79.6
)%
 
$
(454
)
 
$
(1,369
)
 
(66.8
)%
Foreign exchange transaction gain / (loss)
 
1

 
(47
)
 
(102.1
)%
 
9

 
(110
)
 
(108.2
)%
Change in fair value of convertible note embedded derivative liability
 
952

 
(3,344
)
 
(128.5
)%
 
2,572

 
(4,652
)
 
(155.3
)%
Change in fair value of warrant liability
 
926

 
(1,164
)
 
(179.6
)%
 
2,496

 
(1,628
)
 
(253.3
)%
Loss on extinguishment of debt
 
(15
)
 
(882
)
 
(98.3
)%
 
(15
)
 
(882
)
 
(98.3
)%
Other income / (expense)
 
1

 
78

 
(98.7
)%
 
(126
)
 
81

 
(255.6
)%
Total interest and other income / (expense), net
 
$
1,730

 
$
(6,021
)
 
(128.7
)%
 
$
4,482

 
$
(8,560
)
 
(152.4
)%
Total interest and other income / (expense), net, for the three and six months ended September 30, 2018 and 2017 was approximately $1,730 and $4,482, respectively, and $(6,021) and $(8,560), respectively, an increase in other income (expense) of approximately $7,751 and $13,042, respectively, or 128.7% and 152.4%, respectively, over the comparative period. The increase in other income over the comparative three-month period is primarily attributable to the change in fair value of convertible note embedded derivative liability and the change in fair value of warrant liability. Interest and other income / (expense), net, includes net interest expense, foreign exchange transaction gain / (loss), change in fair value of convertible note embedded derivative liability, change in fair value of warrant liability, and other ancillary income / (expense) earned or incurred by the Company.
Interest Expense, Net
Interest expense is generated from the $16,000 aggregate principal amount of 8.75% Convertible Notes due 2020 (the “Notes”), issued on September 28, 2016, and from our business finance agreement (the “Credit Agreement”) with Western Alliance Bank (the “Bank”). The Credit Agreement provides for a $5,000 total facility. Interest income consists of interest income earned on our cash. Interest expense, net, is primarily attributable to 1) fees related to the obtainment of debt (recorded as debt issuance costs and expensed as a component of interest expense over the life of the debt); 2) interest expense incurred on the Notes at a stated interest rate of 8.75%, and interest expense incurred on the Credit Agreement at approximately 6.25% (Wall Street Journal Prime Rate + 1.25%); and 3) amortization of debt discount related to the Notes, which are expensed as a component of interest expense over the life of the debt. Inclusive of the Notes issued on September 28, 2016 and the Credit Agreement entered into on May 23, 2017, the Company recorded $135 and $454, respectively, and $662 and $1,369, respectively, of interest expense during the three and six months ended September 30, 2018 and 2017, inclusive of debt discount and debt issuance cost amortization. The decrease in interest expense is primarily due to lower principle debt outstanding as a function of the conversion of some of our Notes between the comparative periods.

44


Change in Fair Value of Convertible Note Embedded Derivative Liability
The Company accounts for the convertible note embedded derivative liability in accordance with US GAAP accounting guidance under ASC 815 applicable to derivative instruments, which requires every derivative instrument within its scope to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings.
Due to the valuation of the derivative liability being highly sensitive to the trading price of the Company's stock, the increase and decrease in the trading price of the Company's stock has the impact of increasing the loss and gain, respectively. During the three and six months ended September 30, 2018, the Company recorded a gain from change in fair value of convertible note embedded derivative liability of $952 and $2,572, respectively, due to the decrease in the Company's closing stock price during the current quarter from $1.51 at June 30, 2018 to $1.24 at September 30, 2018 and due to the decrease in the Company's closing stock price from $2.01 at March 31, 2018 to $1.24 at September 30, 2018. During the three and six months ended September 30, 2017, the Company recorded a loss from change in fair value of convertible note embedded derivative liability of $3,344 and $4,652, respectively, due to the increase in the Company's closing stock price from June 30, 2017 to September 30, 2017 of $1.03 to $1.51 and from March 31, 2017 to September 30, 2017 of $0.94 to $1.51.
Change in Fair Value of Warrant Liability
The Company accounts for the warrants issued in connection with the above-noted sale of Notes to the Initial Purchaser in accordance with US GAAP accounting guidance under ASC 815 applicable to derivative instruments, which requires every derivative instrument within its scope to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings. Based on this guidance, the Company determined that these warrants did not meet the criteria for classification as equity. Accordingly, the Company classified the warrants as long-term liabilities. The warrants are subject to re-measurement at each balance sheet date, with any change in fair value recognized as a component of other income / (expense), net, in the Consolidated Statements of Operations.
Due to the valuation of the derivative liability being highly sensitive to the trading price of the Company's stock, the increase and decrease in the trading price of the Company's stock has the impact of increasing the loss and gain, respectively. During the three and six months ended September 30, 2018, the Company recorded a gain from change in fair value of warrant liability of $926 and $2,496, respectively, due to the decrease in the Company's closing stock price during the current quarter from $1.51 at June 30, 2018 to $1.24 at September 30, 2018 and due to the decrease in the Company's closing stock price from $2.01 at March 31, 2018 to $1.24 at September 30, 2018. During the three and six months ended September 30, 2017, the Company recorded a loss from change in fair value of warrant liability of $1,164 and $1,628, respectively, due to the increase in the Company's closing stock price from June 30, 2017 to September 30, 2017 of $1.03 to $1.51 and from March 31, 2017 to September 30, 2017 of $0.94 to $1.51.

45


Liquidity and Capital Resources
Selected Liquidity Information
 
 
September 30, 2018
 
March 31, 2018
 
 
(unaudited)
 
 
 
 
(in thousands)
Cash
 
 
 
 
Cash
 
$
8,349

 
$
12,720

Restricted cash
 
431

 
331

Total cash and restricted cash
 
8,780

 
13,051

 
 
 
 
 
Short-term debt
 
 
 
 
Short-term debt, net of debt issuance costs of $120 and $205, respectively
 
1,480

 
1,445

Total short-term debt
 
$
1,480

 
$
1,445

 
 
 
 
 
Long-term debt
 
 
 
 
Convertible notes, net of debt issuance costs and discounts of $1,482 and $1,827, respectively
 
3,418

 
3,873

Total long-term debt
 
$
3,418

 
$
3,873

Total debt
 
$
4,898

 
$
5,318

 
 
 
 
 
Working capital (1)
 
 
 
 
Current assets
 
$
30,510

 
$
31,002

Current liabilities
 
36,007

 
33,680

Working capital (1)
 
$
(5,497
)
 
$
(2,678
)
(1) Working capital number excludes assets and liabilities held for disposal on the balance sheet.
Working Capital
Cash and restricted cash totaled approximately $8,780 and $13,051 at September 30, 2018 and March 31, 2018, respectively, a decrease of approximately $4,271 or 32.7%. Current assets including assets held for disposal totaled $34,182 and $39,755 at September 30, 2018 and March 31, 2018, respectively, a decrease of approximately $5,573 or 14.0%. As of September 30, 2018 and March 31, 2018, the Company had approximately $20,862 and $17,050, respectively, in net accounts receivable, an increase of $3,812 or 22.4%. As of September 30, 2018 and March 31, 2018, the Company's working capital deficit was $5,497 and $2,678, respectively, an increase in working capital deficit of $2,819 or 105.3%. The decrease in working capital was primarily attributable to an increase in accounts payable of $6,857 and a decrease in cash and restricted cash of $4,271, offset by an increase in net accounts receivable of $3,812 and a decrease in accrued license fees and revenue share of $2,515.
Our primary sources of liquidity have historically been issuances of common and preferred stock and debt. As of September 30, 2018, we had cash and restricted cash totaling approximately $8,780.


46


On May 23, 2017, the Company entered into a Business Finance Agreement (the "Credit Agreement") with Western Alliance Bank (the "Bank"). The Credit Agreement provides for a $5,000 total facility. The amounts advanced under the Credit Agreement mature in two years and accrue interest at prime-plus-1.25%, subject to a 4.00% floor, with the prime rate defined as that published in the Wall Street Journal. The Credit Facility also carries an annual facility fee of $45.5, and an early termination fee of 0.5% if terminated during the first year. The obligations under the Credit Agreement are secured by a perfected first position security interest in all assets of the Company and its subsidiaries, subject to partial pledges of stock of non-US subsidiaries. In addition to customary covenants, including restrictions on payments and restrictions on indebtedness, the Credit Agreement requires the Company to comply with certain financial covenants as described in Note 8. "Debt" in our consolidated financial statements in Item 1 of this Report.
The Company believes that it has sufficient financial resources to meet its business requirements for at least twelve months from the issuance date of this Report.

Cash Flow Summary
 
 
Six months ended September 30,
 
 
 
 
2018
 
2017
 
% of Change
 
 
(in thousands)
 
 
Consolidated statement of cash flows data:
 
 
 
 
 
 
Net cash used in operating activities - continuing operations
 
$
(157
)
 
$
(41
)
 
(282.9
)%
Capital expenditures
 
(1,085
)
 
(748
)
 
(45.1
)%
Proceeds from short-term borrowings
 
—

 
2,500

 
(100.0
)%
Options exercised
 
160

 
19

 
742.1
 %
Repayment of debt obligations
 
(50
)
 
(247
)
 
79.8
 %
Payment of debt issuance costs
 
—

 
(346
)
 
100.0
 %
Effect of exchange rate changes on cash
 
—

 
(5
)
 
100.0
 %
Operating Activities
During the six months ended September 30, 2018 and 2017, the Company's net cash used in operating activities from continuing operations was $157 and $41, respectively, a positive change of $116 or 282.9%. The increase in net cash provided by operating activities was primarily attributable to the change in working capital accounts over the comparative periods.
During the six months ended September 30, 2018, net cash used in operating activities from continuing operations was $157, resulting from a net income of $3,596 offset by net non-cash expenses of $1,925, which included depreciation and amortization expense, loss on disposal of fixed assets, change in allowance for doubtful accounts, amortization of debt discount and debt issuance costs, stock-based compensation expense, stock-based compensation related to the vesting of restricted stock for services, change in fair value of convertible note embedded derivative liability, and change in fair value of warrant liability of approximately $1,436, $0, $354, $188, $942, $208, $(2,572), and $(2,496), respectively. Net cash used in operating activities during the six months ended September 30, 2018 was also impacted by the change in net working capital accounts as of September 30, 2018 compared to March 31, 2018, with a net increase in current liabilities of approximately $2,375 (inclusive of accounts payable, accrued interest, accrued license fees and revenue share, accrued compensation, and other current liabilities) offset by a net increase in current assets of approximately $4,133 (inclusive of accounts receivable and prepaid expenses and other current assets) over the comparative periods. The net increase in working capital liabilities of $2,375 was driven primarily by the increase in accounts payable, accrued interest, and other current liabilities, offset by decreases in accrued license fees and revenue share, mostly due to the timing of payments to our carrier partners, and accrued compensation. The net increase in working capital assets of $4,133 was driven primarily by the increase in accounts receivable, mostly due to the timing of payments from our advertising customers. Furthermore, non-current deferred tax assets increased by $59 due to the impact of the tax benefit booked during the period and non-current liabilities decreased by $11.
Investing Activities
For the six months ended September 30, 2018 and 2017, net cash used in investing activities from continuing operations was approximately $1,085 and $748, respectively, which is comprised of capital expenditures related mostly to internally-developed software.

47


Financing Activities
For the six months ended September 30, 2018, net cash provided by financing activities was approximately $110, inclusive of $160 in proceeds from the exercise of stock options offset by cash paid for the settlement of debt of $50. For the six months ended September 30, 2017, net cash provided by financing activities was approximately $1,926, due to proceeds from short-term borrowings of $2,500 and proceeds from the exercise of stock options of $19, offset by the payment of $346 in debt issuance costs and the repayment of debt obligations of $247.
As of September 30, 2018, our total contractual cash obligations were as follows:
 
 
Payments Due by Period
 
 
Total
 
Within the Next 12 Months
 
1 to 3 Years
 
3 to 5 Years
 
More Than 5 Years
Contractual cash obligations
 
(in thousands)
Convertible notes (a)
 
$
4,900

 
$
—

 
$
4,900

 
$
—

 
$
—

Operating leases (b)
 
5,106

 
1,078

 
1,711

 
1,772

 
545

Interest and bank fees
 
1,094

 
551

 
543

 
—

 
—

Uncertain tax positions (c)
 
—

 
—

 
—

 
—

 
—

Total contractual cash obligations
 
$
11,100

 
$
1,629

 
$
7,154

 
$
1,772

 
$
545

(a) Convertible notes maturing on September 23, 2020 (the “Notes”), unless converted, repurchased, or redeemed in accordance with their terms prior to such date.
(b) Consists of operating leases for our office facilities.
(c) We have approximately $929 in additional liabilities associated with uncertain tax positions that are not expected to be liquidated within the next twelve months. We are unable to reliably estimate the expected payment dates for these additional non-current liabilities.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We believe, therefore, that we are not materially exposed to any financing, liquidity, market, or credit risk that would arise if we engaged in such relationships.
Critical Accounting Policies and Judgments
Management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements. The preparation of these financial statements is based on management's selection of accounting policies and the application of significant accounting estimates, some of which require management to make judgments, estimates, and assumptions that affect the amounts reported in the financial statements and notes. For more information regarding our critical accounting estimates and policies, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” of our Annual Report on Form 10-K for the year ended March 31, 2018.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business, primarily interest rate and foreign currency exchange risks.
Interest Rate Fluctuation Risk
The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Our cash and cash equivalents consist of cash and deposits, which are sensitive to interest rate changes.

48


Foreign Currency Exchange Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. While a portion of our sales are denominated in foreign currencies and then translated into U.S. dollars, the vast majority of our media costs are billed in U.S. dollars, causing both our revenue and, disproportionately, our operating loss and net loss to be impacted by fluctuations in exchange rates. In addition, gains/(losses) related to translating certain cash balances, trade accounts receivable balances, and inter-company balances that are denominated in these currencies impact our net income/(loss). As our foreign operations expand, our results may be more impacted by fluctuations in the exchange rates of the currencies in which we do business.

49


ITEM 4.    CONTROLS AND PROCEDURES
This Report includes the certifications of our Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. Item 4 includes information concerning the controls and control evaluations referred to in those certifications.
Evaluation of Disclosure Controls and Procedures
Under the supervision of and with the participation of our management, including our chief executive officer, who is our principal executive officer, and our chief financial officer, who is our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective. As a result, the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal controls over financial reporting or in other factors identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during the fiscal period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

50


PART II - OTHER INFORMATION
Item 1.    Legal Proceedings
Potential SEC Settlement

The Company is in discussions with the staff of the division of enforcement of the SEC to settle the previously disclosed internal control over financial reporting matter. The general parameters of the proposed settlement are an aggregate fine of $100 payable by the Company and an order applicable to the Company to cease and desist from committing or causing any violations and any future violations of Sections 13(a) and 13(b)(2)(B) of the Exchange Act and Rule 13a-15, thereunder, which generally relate to maintaining internal controls and filing reports with the SEC. We are in the process of finalizing this matter; however, no settlement is final until approved by the SEC and the Company, and there is no assurance that the matter will settle on these terms or at all. The Company expects that the resolution of this matter will not have a material impact on its operations or financial position.
Item 1 (A). Risk Factors
Registrant is not aware of any material risk factors since those set forth under “Risk Factors” in its Annual Report in Form 10-K, for the year ended March 31, 2018.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.    Defaults
Not applicable.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
None.

51


ITEM 6.    EXHIBITS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
 
INS XBRL Instance Document. *
 
 
 
101
 
SCH XBRL 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.
† 
Management contract or compensatory plan or arrangement
†† 
Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act. In accordance with Rule 406, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission.
+
In accordance with SEC Release No. 33-8212, these exhibits are being furnished, and are not being filed, as part of the Report on Form 10-Q or as a separate disclosure document, and are not being incorporated by reference into any Securities Act registration statement.

52


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Digital Turbine, Inc.
Dated: November 5, 2018
 
 
 
 
By:
 
/s/ William Stone
 
 
 
 
William Stone
 
 
 
 
Chief Executive Officer
 
 
 
 
(Principal Executive Officer)
 
 
Digital Turbine, Inc.
Dated: November 5, 2018
 
 
 
 
By:
 
/s/ Barrett Garrison
 
 
 
 
Barrett Garrison
 
 
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial Officer)

53