Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.10.0.1
Discontinued Operations
 3 Months Ended
Jun. 30, 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 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 Securities and Exchange Commission. The transaction was completed subsequent to period end 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.
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 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 transfered 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.
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 June 30,
 
 
2018
 
2017
Net revenues
 
3,870

 
10,967

Total cost of revenues
 
3,074

 
9,503

Gross profit
 
796

 
1,464

Product development
 
571

 
584

Sales and marketing
 
227

 
421

General and administrative
 
910

 
466

Income / (loss) from operations
 
(912
)
 
(7
)
Interest and other income (expense), net
 
(132
)
 
(81
)
Net loss from discontinued operations, net of taxes
 
(1,044
)
 
(88
)
Comprehensive loss
 
(1,044
)
 
(88
)
Basic and diluted net loss per common share
 
$
(0.01
)
 
$
—

Weighted-average common shares outstanding, basic and diluted
 
76,204

 
66,599

Details on assets and liabilities classified as held for disposal in the accompanying consolidated balance sheets are presented in the following table:
 
 
June 30, 2018
 
March 31, 2018
 
 
(Unaudited)
 
 
Assets held for disposal
 
 
 
 
Accounts receivable, net of allowances of $268 and $578, respectively
 
3,790

 
8,013

Property and equipment, net
 
336

 
377

Goodwill
 
—

 
309

Prepaid expenses and other current assets
 
267

 
54

Current assets held for disposal
 
4,393

 
8,753

Total assets held for disposal
 
4,393

 
8,753

 
 
 
 
 
Liabilities held for disposal
 
 
 
 
Accounts payable
 
4,524

 
8,789

Accrued license fees and revenue share
 
2,446

 
3,059

Accrued compensation
 
859

 
529

Other current liabilities
 
219

 
349

Current liabilities held for disposal
 
8,048

 
12,726

Total liabilities held for disposal
 
8,048

 
12,726


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

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

 
 
Three months ended June 30,
 
 
2018
 
2017
 
 
 
(Unaudited)
 
Cash flows from operating activities
 
 
 
 
 
Net loss
 
(1,044
)
 
(88
)
 
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
Depreciation and amortization
 
155

 
260

 
Change in allowance for doubtful accounts
 
(310
)
 
(71
)
 
Stock-based compensation
 
37

 
73

 
(Increase) / decrease in assets:
 
 
 
 
 
Accounts receivable
 
4,533

 
(537
)
 
Goodwill
 
309

 
—

 
Prepaid expenses and other current assets
 
(214
)
 
—

 
Increase / (decrease) in liabilities:
 
 
 
 
 
Accounts payable
 
(4,265
)
 
1,302

 
Accrued license fees and revenue share
 
(613
)
 
(1,482
)
 
Accrued compensation
 
330

 
96

 
Other current liabilities
 
(142
)
 
651

 
Cash provided by / (used in) operating activities
 
(1,224
)
 
204

 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
Capital expenditures
 
(41
)
 
(9
)
 
Cash used in investing activities
 
(41
)
 
(9
)
 
 
 
 
 
 
 
Cash provided by / (used in) discontinued operations
 
(1,265
)
 
195