Annual report pursuant to Section 13 and 15(d)

Subsequent Events

Subsequent Events
12 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events


Subsequent Events

Management evaluated subsequent events after the balance sheet date of March 31, 2015 through the date these audited financial statements were issued and concluded that no other material subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements, other than the following:

On June 10, 2015 the CEO, acting pursuant to full discretionary authority previously provided by the Compensation Committee, approved a discretionary bonus to Mr. Schleimer, CFO in the amount of $81 for overall performance and significant contributions related to the Appia acquisition.

On June 11, 2015, (the “Closing Date”), our wholly owned subsidiary Digital Turbine Media, Inc. (f/k/a Appia, Inc., f/k/a PocketGear, Inc.), a Delaware corporation (the “Borrower”) and Silicon Valley Bank, a California corporation (“Bank”) entered into a Third Amended and Restated Loan and Security Agreement, pursuant to which Bank has agreed to amend and restate the existing Second Amended and Restated Loan and Security Agreement to increase the revolving line of credit available under such facility from $3,500 to $5,000, to extend the maturity date under the facility to June 30, 2016, and to make certain other changes to the terms of the existing agreement.  The credit facility will continue to be secured by substantially all of the assets of the Borrower and our assets. Additionally, the credit facility requires that Digital Turbine USA, Inc. (“DT USA”), a sister company to the Borrower, provide security in all its assets for the benefit of Bank, including its intellectual property, by June 25, 2015.  DT USA is also required to become a guarantor under the credit facility by June 25, 2015.  In connection with the credit facility, DT USA will also become a secured guarantor of all obligations owed to North Atlantic SBIC IV, L.P. (“North Atlantic”) under those certain Purchase Agreements dated April 4, 2013 and October 31, 2013, by and between the Borrower and North Atlantic, and those certain 10.00% Subordinated Debentures dated April 4, 2013 and October 31, 2013, from the Borrower made payable to the order of North Atlantic, by June 25, 2015.

The revolving credit facility bears interest at a floating annual rate equal to (a) during any month for which the Borrower maintained an adjusted quick ratio (as customarily defined) of not less than 1.00:1.00 as of the last day of a month, the prime rate as reported by The Wall Street Journal, plus 1.75% and (b) at all other times, the prime rate as reported by The Wall Street Journal, plus 2.75%.

The amended facility includes a financial covenant for minimum trailing three-month adjusted EBITDA, which will not be applicable if (a) there are no advances outstanding under the revolving facility, or (b) if our cash and cash equivalents held at the Bank or Bank’s Affiliates is greater than or equal to $15,000.  EBITDA is defined as our consolidated (w) net income (as customarily defined), plus (x) interest expense, plus (y) to the extent deducted in the calculation of net income, depreciation expense and amortization expense, plus (z) income tax expense.

The obligations under the amended credit facility continue to be guaranteed by us.

The preceding description of the Third Amended and Restated Loan and Security Agreement is qualified in its entirety by reference to the entire text of the Amended and Restated Loan Agreement, filed as Exhibit 10.52 to this Current Report on Form 10K and incorporated herein by reference.