Digital Turbine, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Description of Stock Plans

Description of Stock Plans

3 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

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”). In the year ended March 31, 2015, in connection with the acquisition of Appia, the Company assumed outstanding options granted under the Appia, Inc. 2008 Stock Incentive Plan (the “Appia Plan”). The 2011 Plan and 2007 Plan are collectively referred to as “Digital Turbine’s Incentive Plans.” 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 14,625,275 and 14,393,741 remained available for future grants as of June 30, 2015 and March 31, 2015, respectively.

Stock Option Agreements

Stock options granted under Digital Turbine Inc’s Incentive Plans typically vest over a three to four years 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. In the year ended March 31, 2015, in connection the Appia acquisition, the Company exchanged stock options previously granted under the Appia Plan for options to purchase the shares of the Company’s common stock. These assumed Appia options typically vest over a period of four years and generally expire within 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.

Restricted Stock Awards

Awards of restricted stock may be either grants of restricted stock, restricted stock units, or performance-based restricted stock units that are issued at no cost to the recipient. For restricted stock units, legal ownership of the shares is not transferred to the employee until the units vest, which is generally over a three year period. 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.

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, 2015	5,789,758		$	4.65	8.35	$	1,319
Granted	426,400
Forfeited/Canceled	(679,267	)
Exercised	(3,666	)
Options Outstanding, June 30, 2015	5,533,225		$	4.74	8.18	$	899
Vested and expected to vest (net of estimated forfeitures) at June 30, 2015 (a)	4,363,422		$	4.96	7.87	$	865
Exercisable, June 30, 2015	2,037,196		$	6.23	6.29	$	638

(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 June 30, 2015 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 June 30, 2015. The intrinsic value changes based on changes in the price of the Company's common stock.

Information about options outstanding and exercisable at June 30, 2015 is as follows:



	Options Outstanding				Options Exercisable
	Number of	Weighted Average Exercise		Weighted Average Remaining	Number of	Weighted Average Exercise
Exercise Price	Shares	Price		Life (in years)	Shares	Price
$0.00 - 0.50	8,065	$	0.24	4.74	8,064	$	0.24
$0.51 - 1.00	237,594	$	0.65	6.96	169,150	$	0.64
$2.01 - 2.50	153,776	$	2.40	2.59	153,776	$	2.40
$2.51 - 3.00	660,033	$	2.69	8.33	354,926	$	2.69
$3.51 - 4.00	2,179,742	$	3.93	8.73	386,032	$	3.95
$4.01 - 4.50	1,764,015	$	4.21	6.68	500,248	$	4.29
$4.51 - 5.00	60,000	$	4.65	7.74	45,000	$	4.65
$5.01 and over	470,000	$	16.32	2.83	420,000	$	17.56
	5,533,225				2,037,196

Other information pertaining to stock options for the Stock Plans is as follows:



	June 30,
	2015		2014
Total fair value of options vested	$	1,266	$	1,461
Total intrinsic value of options exercised (a)	$	5	$	—

(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 three month period ended June 30, 2015. No options were exercised during the three months ended June 30, 2014.

The weighted average grant-date fair value for the options granted during the three months ended June 30, 2015 was $3.43. The Company granted no options during the three months ended June 30, 2014.

At June 30, 2015 and 2014, there was $10,781 and $5,915 of total unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted-average period of 2.48 years and 2.38 years, respectively.

Valuation of Awards

For stock options granted under Digital Turbine Inc’s Incentive 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 during June 30, 2015 and 2014 are presented below.



	June 30,
	2015	2014
Risk free interest rate	1.37% to 1.79%	1.36% to 1.71%
Expected life of the options	5.73 to 6 years	5.27 to 6 years
Expected volatility	115% to 145%	150% to 155%
Expected dividend yield	—%	—%
Expected forfeitures	10% to 35%	10% to 35%

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 months ended June 30, 2015 and 2014, which includes both stock options and restricted stock, was $1,621 and $894, respectively. Please see Note 9 regarding restricted stock.