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

Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

Discontinued Operations

9 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

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.

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 December 31, 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 has requested mediation but 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 December 31, 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 and nine months ended December 31, 2018.

These dispositions will allow the Company to benefit from a streamlined business model, simplified operating structure, and enhanced management focus.

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 December 31,					Nine months ended December 31,
	2018			2017		2018			2017
Net revenues	$	3		$	15,298	$	3,880		$	38,251
Total cost of revenues	—			13,046		3,070			32,782
Gross profit	3			2,252		810			5,469
Product development	37			503		703			1,683
Sales and marketing	7			418		350			1,243
General and administrative	160			440		1,212			1,443
Income / (loss) from operations	(201		)	891		(1,455		)	1,100
Interest and other income / (expense), net	(11		)	105		(157		)	(47		)
Net income / (loss) from discontinued operations, net of taxes	$	(212	)	$	996	$	(1,612	)	$	1,053
Comprehensive income / (loss)	$	(212	)	$	996	$	(1,612	)	$	1,053
Basic and diluted net loss per common share	—			0.01		(0.02		)	0.02
Weighted-average common shares outstanding, basic	77,645			72,148		76,977			68,575
Weighted-average common shares outstanding, diluted	77,645			75,442		76,977			70,252

Details on assets and liabilities classified as held for disposal in the accompanying consolidated balance sheets are presented in the following table:



	December 31, 2018		March 31, 2018
	(Unaudited)
Assets held for disposal
Accounts receivable, net of allowances of $198 and $578, respectively	$	3,227	$	8,013
Property and equipment, net	175		377
Goodwill	—		309
Prepaid expenses and other current assets	32		54
Current assets held for disposal	3,434		8,753
Total assets held for disposal	$	3,434	$	8,753

Liabilities held for disposal
Accounts payable	$	4,114	$	8,789
Accrued license fees and revenue share	1,068		3,059
Accrued compensation	227		529
Other current liabilities	21		349
Current liabilities held for disposal	5,430		12,726
Total liabilities held for disposal	$	5,430	$	12,726

Assets and liabilities held for disposal as of December 31, 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:



	Nine months ended December 31,
	2018			2017
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income / (loss) from discontinued operations, net of taxes	$	(1,612	)	$	1,053
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	247			749
Impairment of goodwill	309			—
Change in allowance for doubtful accounts	(380		)	13
Stock-based compensation	37			160
(Increase) / decrease in assets:
Accounts receivable	5,164			(3,477		)
Prepaid expenses and other current assets	95			19
Increase / (decrease) in liabilities:
Accounts payable	(4,675		)	1,503
Accrued license fees and revenue share	(1,991		)	654
Accrued compensation	(302		)	28
Other current liabilities	(328		)	149
Cash used in operating activities	(3,436		)	851

Cash flows from investing activities
Capital expenditures	—			(92		)
Cash used in investing activities	—			(92		)

Cash used in discontinued operations	$	(3,436	)	$	759