Annual report pursuant to Section 13 and 15(d)

Discontinued Operations

v3.8.0.1
Discontinued Operations
 12 Months Ended
Mar. 31, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
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 will no longer be 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 Securities and Exchange Commission. The transaction is subject to closing conditions and is expected to be completed in June 2018. With the sale of these assets, the Company has determined that is will exit the segment of the business previously referred to as the Content business.
DT Media (the “A&P Seller”), 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 Securities and Exchange Commission. The transaction is subject to closing conditions and is expected to be completed in June 2018. With the sale of these assets, the Company has determined that is will exit the segment of the business previously referred to as the A&P business.
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.
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)
 
 
Year ended March 31,
 
 
2018
 
2017
 
2016
Net revenues
 
48,877

 
51,346

 
64,290

Total cost of revenues
 
42,950

 
49,241

 
55,931

Gross profit
 
5,927

 
2,105

 
8,359

Product development
 
2,194

 
2,752

 
6,100

Sales and marketing
 
1,444

 
2,357

 
3,158

General and administrative
 
1,835

 
2,045

 
2,502

Income / (loss) from operations
 
454

 
(5,049
)
 
(3,401
)
Loss on impairment of goodwill
 
(34,045
)
 
—

 
—

Interest and other income (expense), net
 
431

 
(77
)
 
(139
)
Loss from discontinued operations before income taxes
 
(33,160
)
 
(5,126
)
 
(3,540
)
Income tax provision
 
—

 
—

 
—

Net loss from discontinued operations, net of taxes
 
(33,160
)
 
(5,126
)
 
(3,540
)
Foreign currency translation adjustment
 
—

 
—

 
—

Comprehensive loss
 
(33,160
)
 
(5,126
)
 
(3,540
)
Basic and diluted net loss per common share
 
$
(0.47
)
 
$
(0.07
)
 
$
(0.06
)
Weighted-average common shares outstanding, basic and diluted
 
70,263

 
66,511

 
61,763



Notes on the impairment of goodwill for discontinued operations
We perform an annual impairment assessment in the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine whether it is more likely than not that the fair value of a reporting unit in which goodwill resides is less than its carrying value. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit. In connection with the planned sale of the Content reporting unit and the A&P business within the Advertising reporting segment, we performed a full analysis of the carrying value of the associated goodwill. Since the impairment assessment concluded, based on the future cash flows of the businesses, that it is more likely than not that the fair value is less than its carrying value, we performed the first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying value. The carrying value of the net assets assigned to the afore mentioned reporting units exceeded the fair value of the reporting units, therefore the associated goodwill was impaired. The impairment recorded above represents the results of this assessment.
Based on the results of the annual impairment tests performed during the fourth quarter of fiscal 2018, the Company recorded an impairment of approximately $34,045 at March 31, 2018.
Details on assets and liabilities classified as held for disposal in the accompanying consolidated balance sheets are presented in the following table:
 
 
As of March 31,
 
 
2018
 
2017
Assets held for disposal
 
 
 
 
Accounts receivable, net of allowances of $578 and $369, respectively
 
8,013

 
5,891

Property and equipment, net
 
377

 
—

Goodwill
 
309

 
—

Prepaid expenses and other current assets
 
54

 
62

Current assets held for disposal
 
8,753

 
5,953

Property and equipment, net
 
—

 
371

Intangible assets, net
 
—

 
1,918

Goodwill
 
—

 
34,353

Long-lived assets held for disposal
 
—

 
36,642

Total assets held for disposal
 
8,753

 
42,595

 
 
 
 
 
Liabilities held for disposal
 
 
 
 
Accounts payable
 
8,789

 
8,081

Accrued license fees and revenue share
 
3,059

 
5,518

Accrued compensation
 
529

 
553

Other current liabilities
 
349

 
263

Current liabilities held for disposal
 
12,726

 
14,415

Other non-current liabilities
 
—

 
85

Long-term liabilities held for disposal
 
—

 
85

Total liabilities held for disposal
 
12,726

 
14,500



Assets and liabilities held for disposal as of March 31, 2018 are classified as current since we expect the dispositions to be completed within one year. In the prior year, the assets and liabilities held for disposal are classified separately as current or non-current because the non-current assets and liabilities do not meet the criteria for current classification as of March 31, 2017.

The following table provides reconciling cash flow information for our discontinued operations:

 
 
Year ended March 31,
 
 
2018
 
2017
 
2016
Cash flows from operating activities
 
 
 
 
 
 
Net loss
 
(33,160
)
 
(5,126
)
 
(3,540
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
Depreciation and Amortization
 
1,037

 
5,564

 
3,101

Change in allowance for doubtful accounts
 
194

 
85

 
261

Stock-based compensation
 
189

 
386

 
—

Impairment of intangible assets
 
1,065

 
—

 
—

Impairment of goodwill
 
34,045

 
—

 
—

(Increase) / decrease in assets:
 
 
 
 
 
 
Accounts receivable
 
(1,928
)
 
4,715

 
(14
)
Deposits
 
—

 
69

 
(69
)
Prepaid expenses and other current assets
 
8

 
(8
)
 
78

Increase / (decrease) in liabilities:
 
 
 
 
 
 
Accounts payable
 
708

 
134

 
3,928

Accrued license fees and revenue share
 
(2,459
)
 
(1,089
)
 
76

Accrued compensation
 
(24
)
 
(665
)
 
269

Other current liabilities
 
25

 
444

 
412

Other non-current liabilities
 
(24
)
 
85

 
—

Cash provided by / (used in) operating activities
 
(324
)
 
4,594

 
4,502

 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
Capital expenditures
 
(142
)
 
(177
)
 
—

Cash used in investing activities
 
(142
)
 
(177
)
 
—

 
 
 
 
 
 
 
Cash provided by / (used in) discontinued operations
 
(466
)
 
4,417

 
4,502