| Guarantor and Non-Guarantor Financial Statements |
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, between Digital Turbine, Inc., US Bank National Association, as trustee, and certain wholly-owned subsidiaries of the Company, specifically Digital Turbine, Inc. as the parent Company, DT USA, DT Media, 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, condensed consolidating financial information for the same periods with a separate column for:
|
|
• |
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 and condensed consolidated financial information include:
(1) Condensed consolidated balance sheets as of December 31, 2016 and March 31, 2016; consolidated statements of operations for the three and nine months ended December 31, 2016 and 2015; and condensed consolidated statements of cash flows for the nine months ended December 31, 2016 and 2015 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.
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 nine months ended December 31, 2016 or 2015.
Condensed Consolidated Balance Sheet
as of December 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,477 |
|
|
$ |
4,136 |
|
|
$ |
92 |
|
|
$ |
— |
|
|
$ |
5,705 |
|
Restricted cash |
|
156 |
|
|
167 |
|
|
— |
|
|
— |
|
|
323 |
|
Accounts receivable, net of allowances of $594 and $464, respectively |
|
5 |
|
|
18,215 |
|
|
1,046 |
|
|
— |
|
|
19,266 |
|
Deposits |
|
— |
|
|
114 |
|
|
16 |
|
|
— |
|
|
130 |
|
Prepaid expenses and other current assets |
|
418 |
|
|
134 |
|
|
1 |
|
|
— |
|
|
553 |
|
Intercompany receivable, net |
|
125,783 |
|
|
— |
|
|
— |
|
|
(125,783 |
) |
|
— |
|
Total current assets |
|
127,839 |
|
|
22,766 |
|
|
1,155 |
|
|
(125,783 |
) |
|
25,977 |
|
Property and equipment, net |
|
66 |
|
|
2,357 |
|
|
57 |
|
|
— |
|
|
2,480 |
|
Cost method investment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Deferred tax assets |
|
288 |
|
|
— |
|
|
— |
|
|
— |
|
|
288 |
|
Intangible assets, net |
|
2 |
|
|
3,884 |
|
|
2,964 |
|
|
— |
|
|
6,850 |
|
Goodwill |
|
— |
|
|
70,377 |
|
|
6,244 |
|
|
— |
|
|
76,621 |
|
TOTAL ASSETS |
|
128,195 |
|
|
99,384 |
|
|
10,420 |
|
|
(125,783 |
) |
|
112,216 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
1,595 |
|
|
18,005 |
|
|
209 |
|
|
— |
|
|
19,809 |
|
Accrued license fees and revenue share |
|
— |
|
|
8,719 |
|
|
191 |
|
|
— |
|
|
8,910 |
|
Accrued compensation |
|
33 |
|
|
1,079 |
|
|
— |
|
|
— |
|
|
1,112 |
|
Other current liabilities |
|
1,877 |
|
|
374 |
|
|
(625 |
) |
|
— |
|
|
1,626 |
|
Intercompany payable, net |
|
— |
|
|
109,479 |
|
|
16,304 |
|
|
(125,783 |
) |
|
— |
|
Total current liabilities |
|
3,505 |
|
|
137,656 |
|
|
16,079 |
|
|
(125,783 |
) |
|
31,457 |
|
Convertible notes, net of debt issuance costs and discounts of $6,540 and $0, respectively |
|
9,460 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,460 |
|
Convertible note embedded derivative liability |
|
1,270 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,270 |
|
Warrant liability |
|
426 |
|
|
— |
|
|
— |
|
|
— |
|
|
426 |
|
Other non-current liabilities |
|
1,007 |
|
|
90 |
|
|
— |
|
|
— |
|
|
1,097 |
|
Total liabilities |
|
15,668 |
|
|
137,746 |
|
|
16,079 |
|
|
(125,783 |
) |
|
43,710 |
|
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;
67,368,462 issued and 66,634,006 outstanding at December 31, 2016;
67,019,703 issued and 66,284,606 outstanding at March 31, 2016; |
|
8 |
|
|
|
|
|
|
|
|
— |
|
|
8 |
|
Additional paid-in capital |
|
299,045 |
|
|
— |
|
|
— |
|
|
— |
|
|
299,045 |
|
Treasury stock (754,599 shares at December 31, 2016 and March 31, 2016) |
|
(71 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
(70 |
) |
|
(1,421 |
) |
|
1,241 |
|
|
— |
|
|
(250 |
) |
Accumulated deficit |
|
(186,485 |
) |
|
(36,941 |
) |
|
(6,900 |
) |
|
— |
|
|
(230,326 |
) |
Total stockholders' equity |
|
112,527 |
|
|
(38,362 |
) |
|
(5,659 |
) |
|
— |
|
|
68,506 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
128,195 |
|
|
$ |
99,384 |
|
|
$ |
10,420 |
|
|
$ |
(125,783 |
) |
|
$ |
112,216 |
|
Condensed Consolidated Balance Sheet
as of March 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
— |
|
|
11,231 |
|
Restricted cash |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
Accounts receivable, net of allowances of $464 |
|
24 |
|
|
17,369 |
|
|
126 |
|
|
— |
|
|
17,519 |
|
Deposits |
|
— |
|
|
80 |
|
|
133 |
|
|
— |
|
|
213 |
|
Prepaid expenses and other current assets |
|
331 |
|
|
239 |
|
|
13 |
|
|
— |
|
|
583 |
|
Intercompany receivable, net |
|
111,909 |
|
|
|
|
|
|
|
|
(111,909 |
) |
|
— |
|
Total current assets |
|
118,976 |
|
|
22,154 |
|
|
325 |
|
|
(111,909 |
) |
|
29,546 |
|
Property and equipment, net |
|
53 |
|
|
1,690 |
|
|
41 |
|
|
— |
|
|
1,784 |
|
Cost method investment |
|
— |
|
|
999 |
|
|
— |
|
|
— |
|
|
999 |
|
Deferred tax assets |
|
500 |
|
|
— |
|
|
— |
|
|
— |
|
|
500 |
|
Intangible assets, net |
|
— |
|
|
8,660 |
|
|
3,830 |
|
|
— |
|
|
12,490 |
|
Goodwill |
|
— |
|
|
70,377 |
|
|
6,244 |
|
|
— |
|
|
76,621 |
|
TOTAL ASSETS |
|
119,529 |
|
|
103,880 |
|
|
10,440 |
|
|
(111,909 |
) |
|
121,940 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
1,255 |
|
|
13,997 |
|
|
48 |
|
|
— |
|
|
15,300 |
|
Accrued license fees and revenue share |
|
— |
|
|
9,549 |
|
|
73 |
|
|
— |
|
|
9,622 |
|
Accrued compensation |
|
(544 |
) |
|
1,800 |
|
|
97 |
|
|
— |
|
|
1,353 |
|
Short-term debt, net of debt issuance costs and discounts of $568 |
|
— |
|
|
10,432 |
|
|
— |
|
|
— |
|
|
10,432 |
|
Deferred tax liabilities |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
Other current liabilities |
|
1,648 |
|
|
1,237 |
|
|
(738 |
) |
|
— |
|
|
2,147 |
|
Intercompany payable, net |
|
— |
|
|
95,732 |
|
|
16,177 |
|
|
(111,909 |
) |
|
— |
|
Total current liabilities |
|
2,359 |
|
|
132,747 |
|
|
15,657 |
|
|
(111,909 |
) |
|
38,854 |
|
Other non-current liabilities |
|
815 |
|
|
— |
|
|
— |
|
|
— |
|
|
815 |
|
Total liabilities |
|
3,174 |
|
|
132,747 |
|
|
15,657 |
|
|
(111,909 |
) |
|
39,669 |
|
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;
67,019,703 issued and 66,284,606 outstanding at March 31, 2016; |
|
8 |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
Additional paid-in capital |
|
295,423 |
|
|
— |
|
|
— |
|
|
— |
|
|
295,423 |
|
Treasury stock (754,599 shares at March 31, 2016) |
|
(71 |
) |
|
|
|
|
— |
|
|
— |
|
|
(71 |
) |
Accumulated other comprehensive loss |
|
26 |
|
|
(1,394 |
) |
|
1,166 |
|
|
— |
|
|
(202 |
) |
Accumulated deficit |
|
(179,131 |
) |
|
(27,473 |
) |
|
(6,383 |
) |
|
— |
|
|
(212,987 |
) |
Total stockholders' equity |
|
116,355 |
|
|
(28,867 |
) |
|
(5,217 |
) |
|
— |
|
|
82,271 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
119,529 |
|
|
103,880 |
|
|
10,440 |
|
|
(111,909 |
) |
|
121,940 |
|
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended December 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
30,897 |
|
|
751 |
|
|
(9,363 |
) |
|
22,285 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
26,176 |
|
|
226 |
|
|
(9,363 |
) |
|
17,039 |
|
Other direct cost of revenues |
|
— |
|
|
1,589 |
|
|
289 |
|
|
— |
|
|
1,878 |
|
Total cost of revenues |
|
— |
|
|
27,765 |
|
|
515 |
|
|
(9,363 |
) |
|
18,917 |
|
Gross profit |
|
— |
|
|
3,132 |
|
|
236 |
|
|
— |
|
|
3,368 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
15 |
|
|
3,082 |
|
|
16 |
|
|
— |
|
|
3,113 |
|
Sales and marketing |
|
77 |
|
|
1,558 |
|
|
48 |
|
|
— |
|
|
1,683 |
|
General and administrative |
|
2,468 |
|
|
1,444 |
|
|
70 |
|
|
— |
|
|
3,982 |
|
Total operating expenses |
|
2,560 |
|
|
6,084 |
|
|
134 |
|
|
— |
|
|
8,778 |
|
Income / (loss) from operations |
|
(2,560 |
) |
|
(2,952 |
) |
|
102 |
|
|
— |
|
|
(5,410 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(674 |
) |
|
(51 |
) |
|
— |
|
|
— |
|
|
(725 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(9 |
) |
|
|
|
|
— |
|
|
(9 |
) |
Change in fair value of convertible note embedded derivative liability |
|
2,853 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,853 |
|
Change in fair value of warrant liability |
|
937 |
|
|
— |
|
|
— |
|
|
— |
|
|
937 |
|
Loss on extinguishment of debt |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Other income / (expense) |
|
22 |
|
|
46 |
|
|
— |
|
|
— |
|
|
68 |
|
Total interest and other income / (expense), net |
|
3,138 |
|
|
(14 |
) |
|
— |
|
|
— |
|
|
3,124 |
|
Income / (loss) from operations before income taxes |
|
578 |
|
|
(2,966 |
) |
|
102 |
|
|
— |
|
|
(2,286 |
) |
Income tax provision / (benefit) |
|
300 |
|
|
— |
|
|
— |
|
|
— |
|
|
300 |
|
Net gain / (loss) |
|
278 |
|
|
(2,966 |
) |
|
102 |
|
|
— |
|
|
(2,586 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
5 |
|
|
— |
|
|
— |
|
|
— |
|
|
5 |
|
Comprehensive income / (loss) |
|
283 |
|
|
(2,966 |
) |
|
102 |
|
|
— |
|
|
(2,581 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the nine months ended December 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
90,839 |
|
|
1,331 |
|
|
(23,014 |
) |
|
69,156 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
76,600 |
|
|
474 |
|
|
(23,014 |
) |
|
54,060 |
|
Other direct cost of revenues |
|
— |
|
|
4,774 |
|
|
866 |
|
|
— |
|
|
5,640 |
|
Total cost of revenues |
|
— |
|
|
81,374 |
|
|
1,340 |
|
|
(23,014 |
) |
|
59,700 |
|
Gross profit |
|
— |
|
|
9,465 |
|
|
(9 |
) |
|
— |
|
|
9,456 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
24 |
|
|
8,967 |
|
|
74 |
|
|
— |
|
|
9,065 |
|
Sales and marketing |
|
159 |
|
|
4,468 |
|
|
28 |
|
|
— |
|
|
4,655 |
|
General and administrative |
|
9,562 |
|
|
4,516 |
|
|
(176 |
) |
|
— |
|
|
13,902 |
|
Total operating expenses |
|
9,745 |
|
|
17,951 |
|
|
(74 |
) |
|
— |
|
|
27,622 |
|
Income / (loss) from operations |
|
(9,745 |
) |
|
(8,486 |
) |
|
65 |
|
|
— |
|
|
(18,166 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(680 |
) |
|
(1,349 |
) |
|
— |
|
|
— |
|
|
(2,029 |
) |
Foreign exchange transaction loss |
|
— |
|
|
(9 |
) |
|
(4 |
) |
|
— |
|
|
(13 |
) |
Change in fair value of convertible note embedded derivative liability |
|
2,423 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,423 |
|
Change in fair value of warrant liability |
|
797 |
|
|
— |
|
|
— |
|
|
— |
|
|
797 |
|
Loss on extinguishment of debt |
|
(293 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(293 |
) |
Other income / (expense) |
|
52 |
|
|
49 |
|
|
— |
|
|
— |
|
|
101 |
|
Total interest and other income / (expense), net |
|
2,299 |
|
|
(1,309 |
) |
|
(4 |
) |
|
— |
|
|
986 |
|
Income / (loss) from operations before income taxes |
|
(7,446 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,180 |
) |
Income tax provision / (benefit) |
|
159 |
|
|
— |
|
|
— |
|
|
— |
|
|
159 |
|
Net income / (loss) |
|
(7,605 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,339 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(48 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(48 |
) |
Comprehensive income / (loss) |
|
(7,653 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,387 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the three months ended December 31, 2015 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
29,641 |
|
|
58 |
|
|
(5,610 |
) |
|
24,089 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
24,154 |
|
|
25 |
|
|
(5,610 |
) |
|
18,569 |
|
Other direct cost of revenues |
|
— |
|
|
1,815 |
|
|
(111 |
) |
|
— |
|
|
1,704 |
|
Total cost of revenues |
|
— |
|
|
25,969 |
|
|
(86 |
) |
|
(5,610 |
) |
|
20,273 |
|
Gross profit |
|
— |
|
|
3,672 |
|
|
144 |
|
|
— |
|
|
3,816 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
(23 |
) |
|
2,654 |
|
|
107 |
|
|
— |
|
|
2,738 |
|
Sales and marketing |
|
38 |
|
|
1,616 |
|
|
22 |
|
|
— |
|
|
1,676 |
|
General and administrative |
|
2,744 |
|
|
1,727 |
|
|
196 |
|
|
— |
|
|
4,667 |
|
Total operating expenses |
|
2,759 |
|
|
5,997 |
|
|
325 |
|
|
— |
|
|
9,081 |
|
Loss from operations |
|
(2,759 |
) |
|
(2,325 |
) |
|
(181 |
) |
|
— |
|
|
(5,265 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
1 |
|
|
(567 |
) |
|
95 |
|
|
— |
|
|
(471 |
) |
Foreign exchange transaction loss |
|
(2 |
) |
|
(6 |
) |
|
— |
|
|
— |
|
|
(8 |
) |
Loss on disposal of fixed assets |
|
— |
|
|
(8 |
) |
|
— |
|
|
— |
|
|
(8 |
) |
Other income / (expense) |
|
(3 |
) |
|
90 |
|
|
(95 |
) |
|
— |
|
|
(8 |
) |
Total interest and other income / (expense), net |
|
(4 |
) |
|
(491 |
) |
|
— |
|
|
— |
|
|
(495 |
) |
Loss from operations before income taxes |
|
(2,763 |
) |
|
(2,816 |
) |
|
(181 |
) |
|
— |
|
|
(5,760 |
) |
Income tax provision / (benefit) |
|
87 |
|
|
(84 |
) |
|
— |
|
|
— |
|
|
3 |
|
Net loss |
|
(2,850 |
) |
|
(2,732 |
) |
|
(181 |
) |
|
— |
|
|
(5,763 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(65 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(65 |
) |
Comprehensive loss |
|
(2,915 |
) |
|
(2,732 |
) |
|
(181 |
) |
|
— |
|
|
(5,828 |
) |
Consolidated Statement of Operations and Comprehensive Loss
for the nine months ended December 31, 2015 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Net revenues |
|
— |
|
|
74,227 |
|
|
192 |
|
|
(10,910 |
) |
|
63,509 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
— |
|
|
59,733 |
|
|
66 |
|
|
(10,910 |
) |
|
48,889 |
|
Other direct cost of revenues |
|
— |
|
|
7,980 |
|
|
473 |
|
|
|
|
|
8,453 |
|
Total cost of revenues |
|
— |
|
|
67,713 |
|
|
539 |
|
|
(10,910 |
) |
|
57,342 |
|
Gross profit |
|
— |
|
|
6,514 |
|
|
(347 |
) |
|
— |
|
|
6,167 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
Product development |
|
(582 |
) |
|
8,038 |
|
|
442 |
|
|
— |
|
|
7,898 |
|
Sales and marketing |
|
(166 |
) |
|
4,474 |
|
|
118 |
|
|
— |
|
|
4,426 |
|
General and administrative |
|
8,840 |
|
|
5,061 |
|
|
502 |
|
|
— |
|
|
14,403 |
|
Total operating expenses |
|
8,092 |
|
|
17,573 |
|
|
1,062 |
|
|
— |
|
|
26,727 |
|
Loss from operations |
|
(8,092 |
) |
|
(11,059 |
) |
|
(1,409 |
) |
|
— |
|
|
(20,560 |
) |
Interest and other income / (expense), net |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
1 |
|
|
(1,273 |
) |
|
(95 |
) |
|
— |
|
|
(1,367 |
) |
Foreign exchange transaction loss |
|
(3 |
) |
|
(17 |
) |
|
— |
|
|
— |
|
|
(20 |
) |
Loss on disposal of fixed assets |
|
(21 |
) |
|
(10 |
) |
|
— |
|
|
— |
|
|
(31 |
) |
Other income / (expense) |
|
17 |
|
|
(8 |
) |
|
11 |
|
|
— |
|
|
20 |
|
Total interest and other income / (expense), net |
|
(6 |
) |
|
(1,308 |
) |
|
(84 |
) |
|
— |
|
|
(1,398 |
) |
Loss from operations before income taxes |
|
(8,098 |
) |
|
(12,367 |
) |
|
(1,493 |
) |
|
— |
|
|
(21,958 |
) |
Income tax provision / (benefit) |
|
246 |
|
|
— |
|
|
— |
|
|
— |
|
|
246 |
|
Net loss |
|
(8,344 |
) |
|
(12,367 |
) |
|
(1,493 |
) |
|
— |
|
|
(22,204 |
) |
Other comprehensive income / (loss) |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(3 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3 |
) |
Comprehensive loss |
|
(8,347 |
) |
|
(12,367 |
) |
|
(1,493 |
) |
|
— |
|
|
(22,207 |
) |
Condensed Consolidated Statement of Cash Flows
for the nine months ended December 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
(7,605 |
) |
|
(9,795 |
) |
|
61 |
|
|
— |
|
|
(17,339 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
9 |
|
|
5,518 |
|
|
798 |
|
|
— |
|
|
6,325 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
130 |
|
|
— |
|
|
— |
|
|
130 |
|
Amortization of debt discount |
|
213 |
|
|
237 |
|
|
— |
|
|
— |
|
|
450 |
|
Amortization of debt issuance costs |
|
74 |
|
|
445 |
|
|
— |
|
|
— |
|
|
519 |
|
Accrued interest |
|
388 |
|
|
(91 |
) |
|
— |
|
|
— |
|
|
297 |
|
Stock-based compensation |
|
3,335 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,335 |
|
Stock-based compensation for services rendered |
|
276 |
|
|
— |
|
|
— |
|
|
— |
|
|
276 |
|
Change in fair value of convertible note embedded derivative liability |
|
(2,423 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,423 |
) |
Change in fair value of warrant liability |
|
(797 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(797 |
) |
Loss on extinguishment of debt |
|
293 |
|
|
— |
|
|
— |
|
|
— |
|
|
293 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
|
|
Restricted cash transferred to / (from) operating cash |
|
— |
|
|
(323 |
) |
|
— |
|
|
— |
|
|
(323 |
) |
Accounts receivable |
|
19 |
|
|
(976 |
) |
|
(920 |
) |
|
— |
|
|
(1,877 |
) |
Deposits |
|
— |
|
|
(34 |
) |
|
117 |
|
|
— |
|
|
83 |
|
Deferred tax assets |
|
212 |
|
|
— |
|
|
— |
|
|
— |
|
|
212 |
|
Prepaid expenses and other current assets |
|
(86 |
) |
|
104 |
|
|
12 |
|
|
— |
|
|
30 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
340 |
|
|
4,003 |
|
|
166 |
|
|
— |
|
|
4,509 |
|
Accrued license fees and revenue share |
|
— |
|
|
(830 |
) |
|
118 |
|
|
— |
|
|
(712 |
) |
Accrued compensation |
|
576 |
|
|
(720 |
) |
|
(97 |
) |
|
— |
|
|
(241 |
) |
Other current liabilities |
|
(34 |
) |
|
(862 |
) |
|
78 |
|
|
— |
|
|
(818 |
) |
Other non-current liabilities |
|
1,927 |
|
|
(1,370 |
) |
|
(274 |
) |
|
— |
|
|
283 |
|
Net cash used in operating activities |
|
(3,283 |
) |
|
(4,564 |
) |
|
59 |
|
|
— |
|
|
(7,788 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(3 |
) |
|
(1,358 |
) |
|
(20 |
) |
|
— |
|
|
(1,381 |
) |
Proceeds from sale of cost method investment in Sift |
|
— |
|
|
999 |
|
|
— |
|
|
— |
|
|
999 |
|
Net cash used in investing activities |
|
(3 |
) |
|
(359 |
) |
|
(20 |
) |
|
— |
|
|
(382 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Cash received from issuance of convertible notes |
|
— |
|
|
16,000 |
|
|
— |
|
|
— |
|
|
16,000 |
|
Repayment of debt obligations |
|
— |
|
|
(11,000 |
) |
|
— |
|
|
— |
|
|
(11,000 |
) |
Payment of debt issuance costs |
|
(1,912 |
) |
|
(407 |
) |
|
— |
|
|
— |
|
|
(2,319 |
) |
Options exercised |
|
11 |
|
|
— |
|
|
— |
|
|
— |
|
|
11 |
|
Net cash provided in financing activities |
|
(1,901 |
) |
|
4,593 |
|
|
— |
|
|
— |
|
|
2,692 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
(48 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(48 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
(5,235 |
) |
|
(330 |
) |
|
39 |
|
|
— |
|
|
(5,526 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
6,712 |
|
|
4,466 |
|
|
53 |
|
|
— |
|
|
11,231 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
1,477 |
|
|
4,136 |
|
|
92 |
|
|
— |
|
|
5,705 |
|
Condensed Consolidated Statement of Cash Flows
for the nine months ended December 31, 2015 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
Parent |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated Total |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
(8,344 |
) |
|
(12,367 |
) |
|
(1,493 |
) |
|
— |
|
|
(22,204 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
7 |
|
|
8,126 |
|
|
473 |
|
|
— |
|
|
8,606 |
|
Loss on disposal of fixed assets |
|
|
|
|
31 |
|
|
— |
|
|
— |
|
|
31 |
|
Change in allowance for doubtful accounts |
|
— |
|
|
26 |
|
|
— |
|
|
— |
|
|
26 |
|
Amortization of debt issuance costs |
|
— |
|
|
355 |
|
|
— |
|
|
— |
|
|
355 |
|
Accrued interest |
|
— |
|
|
(14 |
) |
|
— |
|
|
— |
|
|
(14 |
) |
Stock-based compensation |
|
3,805 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,805 |
|
Stock-based compensation for services rendered |
|
723 |
|
|
— |
|
|
— |
|
|
— |
|
|
723 |
|
Stock issued for settlement of liability |
|
283 |
|
|
— |
|
|
— |
|
|
— |
|
|
283 |
|
(Increase) / decrease in assets: |
|
|
|
|
|
|
|
|
|
|
Restricted cash transferred to / (from) operating cash |
|
200 |
|
|
— |
|
|
— |
|
|
— |
|
|
200 |
|
Accounts receivable |
|
— |
|
|
(4,472 |
) |
|
(123 |
) |
|
— |
|
|
(4,595 |
) |
Deposits |
|
8 |
|
|
(62 |
) |
|
(15 |
) |
|
— |
|
|
(69 |
) |
Deferred financing costs |
|
— |
|
|
(174 |
) |
|
— |
|
|
— |
|
|
(174 |
) |
Prepaid expenses and other current assets |
|
(243 |
) |
|
327 |
|
|
(44 |
) |
|
— |
|
|
40 |
|
Increase / (decrease) in liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
(990 |
) |
|
6,759 |
|
|
(41 |
) |
|
— |
|
|
5,728 |
|
Accrued license fees and revenue share |
|
— |
|
|
3,312 |
|
|
24 |
|
|
— |
|
|
3,336 |
|
Accrued compensation |
|
(1,129 |
) |
|
275 |
|
|
17 |
|
|
— |
|
|
(837 |
) |
Other current liabilities |
|
(2,254 |
) |
|
383 |
|
|
1,171 |
|
|
— |
|
|
(700 |
) |
Net cash used in operating activities |
|
(7,934 |
) |
|
2,505 |
|
|
(31 |
) |
|
— |
|
|
(5,460 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(1,007 |
) |
|
— |
|
|
— |
|
|
(1,007 |
) |
Net cash proceeds from cost method investment in Sift |
|
— |
|
|
875 |
|
|
— |
|
|
— |
|
|
875 |
|
Net cash used in investing activities |
|
— |
|
|
(132 |
) |
|
— |
|
|
— |
|
|
(132 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Repayment of debt obligations |
|
— |
|
|
(450 |
) |
|
— |
|
|
— |
|
|
(450 |
) |
Options exercised |
|
51 |
|
|
— |
|
|
— |
|
|
— |
|
|
51 |
|
Stock issued for cash in stock offering, net |
|
12,627 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,627 |
|
Net cash provided in financing activities |
|
12,678 |
|
|
(450 |
) |
|
— |
|
|
— |
|
|
12,228 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
(26 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
4,718 |
|
|
1,923 |
|
|
(31 |
) |
|
— |
|
|
6,610 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
4,156 |
|
|
2,827 |
|
|
86 |
|
|
— |
|
|
7,069 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
8,874 |
|
|
4,750 |
|
|
55 |
|
|
— |
|
|
13,679 |
|
|