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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Digital Turbine Inc | NASDAQ:APPS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.02 | 2.01 | 2.05 | 97 | 12:10:09 |
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
22-2267658
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(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
111 Nueces Street, Austin TX
|
|
78701
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
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Common Stock, Par Value $0.0001 Per Share
|
APPS
|
The Nasdaq Stock Market LLC
(NASDAQ Capital Market)
|
(Title of Class)
|
(Trading Symbol)
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(Name of Each Exchange on Which Registered)
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Large Accelerated Filer
|
¨
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Accelerated Filer
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ý
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Non-Accelerated Filer
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¨
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Smaller Reporting Company
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¨
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Emerging Growth Company
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¨
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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ITEM 16.
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•
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a decline in general economic conditions nationally and internationally;
|
•
|
decreased market demand for our products and services;
|
•
|
market acceptance and brand awareness of our products;
|
•
|
risks associated with indebtedness;
|
•
|
ability to comply with financial covenants in outstanding indebtedness;
|
•
|
the ability to protect our intellectual property rights;
|
•
|
impact of any litigation or infringement actions brought against us;
|
•
|
competition from other providers and products based on pricing and other activities;
|
•
|
risks and costs in product development;
|
•
|
the potential for unforeseen or underestimated cash requirements or liabilities;
|
•
|
risks associated with adoption of our products among existing customers and adoption of our platform and time to revenue with new customers (including the impact of possible delays with major partners in the roll out of mobile phones and other devices deploying our products and other factors out of our control);
|
•
|
risks associated with delays in major mobile phone and other device launches, or the failure of such launches to achieve the scale and customer adoption that either we or the market may expect;
|
•
|
the impact of currency exchange rate fluctuations on our reported GAAP financial statements;
|
•
|
the challenges, given the Company’s comparatively small size, to expand the combined Company's global reach, accelerate growth and create a scalable, low-capex business model that drives EBITDA (as well as Adjusted EBITDA);
|
•
|
varying and often unpredictable levels of orders;
|
•
|
the challenges inherent in technology development necessary to maintain the Company’s competitive advantage such as adherence to release schedules and the costs and time required for finalization and gaining market acceptance in new products;
|
•
|
technology management risk as the Company needs to adapt to complex specifications of different partners and the management of a complex technology platform given the Company's relatively limited resources;
|
•
|
inability to raise capital to fund continuing operations;
|
•
|
changes in government regulation;
|
•
|
volatility in the price of our common stock and ability to satisfy exchange continued listing requirements;
|
•
|
rapid and complex changes occurring in the mobile device marketplace, and
|
•
|
other risks described in the risk factors in Item 1A of this Form 10-K under the heading “Risk Factors.”
|
ITEM 1.
|
BUSINESS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
maintain our current, and develop new, wireless carrier and OEM relationships, in both international and domestic markets;
|
•
|
the timing of release of new products and services by us and our competitors, particularly those that may represent a significant portion of revenues in a period;
|
•
|
strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
|
•
|
inadequate network infrastructure to support advanced features beyond just mobile web access;
|
•
|
users’ concerns about the security of these devices;
|
•
|
inconsistent quality of cellular or wireless connection;
|
•
|
unavailability of cost-effective, high-speed Internet service;
|
•
|
changes in network carrier pricing plans that charge device users based on the amount of data consumed; and
|
•
|
new technology which is not compatible with our products and offerings.
|
•
|
business consolidations;
|
•
|
revenue recognition;
|
•
|
leases;
|
•
|
stock-based compensation;
|
•
|
disclosure of uncertainties about an entity's ability to continue as a going concern; and
|
•
|
accounting for goodwill and other intangible assets.
|
•
|
the carrier or OEM's preference for our competitors’ products and services rather than ours;
|
•
|
the carrier or OEM's decision not to include or highlight our products and services on the deck of its mobile handsets;
|
•
|
the carrier or OEM's decision to discontinue the sale of some or all of products and services;
|
•
|
the carrier’s decision to offer similar products and services to its subscribers without charge or at reduced prices;
|
•
|
a failure of the carrier or OEM's merchandising, provisioning or billing systems;
|
•
|
the carrier or OEM's decision to offer its own competing products and services;
|
•
|
the carrier or OEM's decision to transition to different platforms and revenue models; and
|
•
|
consolidation among carriers or OEMs.
|
•
|
significantly greater revenues and financial resources;
|
•
|
stronger brand and consumer recognition regionally or worldwide;
|
•
|
the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;
|
•
|
more substantial intellectual property of their own from which they can develop products and services without having to pay royalties;
|
•
|
pre-existing relationships with brand owners or carriers that afford them access to intellectual property while blocking the access of competitors to that same intellectual property;
|
•
|
greater resources to make acquisitions;
|
•
|
lower labor and development costs; and
|
•
|
broader global distribution and presence.
|
•
|
develop and improve our operational, financial and management controls;
|
•
|
enhance our reporting systems and procedures;
|
•
|
recruit, train and retain highly skilled personnel;
|
•
|
maintain our quality standards; and
|
•
|
maintain branded content owner, wireless carrier and end-user satisfaction.
|
•
|
challenges caused by distance, language and cultural differences;
|
•
|
multiple and conflicting laws and regulations, including complications due to unexpected changes in these laws and regulations;
|
•
|
the burdens of complying with a wide variety of foreign laws and regulations;
|
•
|
higher costs associated with doing business internationally;
|
•
|
difficulties in staffing and managing international operations;
|
•
|
greater fluctuations in sales to end users and through carriers in developing countries, including longer payment cycles and greater difficulty collecting accounts receivable;
|
•
|
protectionist laws and business practices that favor local businesses in some countries;
|
•
|
foreign tax consequences;
|
•
|
foreign exchange controls that might prevent us from repatriating income earned in countries outside the United States;
|
•
|
price controls;
|
•
|
the servicing of regions by many different carriers;
|
•
|
imposition of public sector controls;
|
•
|
political, economic and social instability, including relating to the current European sovereign debt crisis;
|
•
|
restrictions on the export or import of technology;
|
•
|
trade and tariff restrictions;
|
•
|
variations in tariffs, quotas, taxes and other market barriers; and
|
•
|
difficulties in enforcing intellectual property rights in countries other than the United States.
|
•
|
changes in international regulatory and compliance requirements that could restrict our ability to develop, market and sell our products;
|
•
|
social, political or economic instability or recessions;
|
•
|
diminished protection of intellectual property in some countries outside of the United States;
|
•
|
difficulty in hiring, staffing and managing qualified and proficient local employees and advisors to run international operations;
|
•
|
the difficulty of managing and operating an international enterprise, including difficulties in maintaining effective communications with employees and customers due to distance, language and cultural barriers;
|
•
|
differing labor regulations and business practices;
|
•
|
higher operating costs due to local laws or regulations;
|
•
|
fluctuations in foreign economies and currency exchange rates;
|
•
|
difficulty in enforcing agreements; and
|
•
|
potentially negative consequences from changes in or interpretations of tax laws, post-acquisition.
|
•
|
increasing the Company’s vulnerability to general adverse economic and industry conditions;
|
•
|
limiting the Company’s ability to obtain additional financing;
|
•
|
violating a financial covenant, resulting in the indebtedness to be paid back immediately and thus negatively impacting our liquidity;
|
•
|
requiring additional financial covenant measurement consents or default waivers without enhanced financial performance in the short term;
|
•
|
requiring the use of a substantial portion of any cash flow from operations to service indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures;
|
•
|
limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry in which it competes, including by virtue of the requirement that the Company remain in compliance with certain negative operating covenants included in the credit arrangements under which the Company will be obligated as well as meeting certain reporting requirements; and
|
•
|
placing the Company at a possible competitive disadvantage to less leveraged competitors that are larger and may have better access to capital resources.
|
•
|
quarterly variations in our revenues and operating expenses;
|
•
|
developments in the financial markets, and the worldwide or regional economies;
|
•
|
announcements of innovations or new products or services by us or our competitors;
|
•
|
significant sales of our common stock or other securities in the open market; and
|
•
|
changes in accounting principles.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year ended March 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
|
(in thousands, except per share amounts)
|
|||||||||||||||||||
Results of Operations
|
|
|
||||||||||||||||||
Net revenues
|
|
$
|
103,569
|
|
|
$
|
74,751
|
|
|
$
|
40,207
|
|
|
$
|
22,251
|
|
|
$
|
3,371
|
|
Income / (loss) from operations
|
|
3,445
|
|
|
(5,809
|
)
|
|
(16,971
|
)
|
|
(22,534
|
)
|
|
(16,556
|
)
|
|||||
Loss from continuing operations, net of taxes
|
|
(4,302
|
)
|
|
(19,697
|
)
|
|
(19,138
|
)
|
|
(24,492
|
)
|
|
(16,173
|
)
|
|||||
Basic and diluted net loss per common share from continuing operations
|
|
$
|
(0.06
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.41
|
)
|
Weighted-average common shares outstanding from continuing operations, basic and diluted
|
|
77,440
|
|
|
70,263
|
|
|
66,511
|
|
|
61,763
|
|
|
38,967
|
|
|||||
Balance Sheet Data
|
|
|
||||||||||||||||||
Cash
|
|
$
|
10,894
|
|
|
$
|
12,720
|
|
|
$
|
6,149
|
|
|
$
|
11,231
|
|
|
$
|
7,069
|
|
Working capital
(1)
|
|
713
|
|
|
(2,678
|
)
|
|
1,353
|
|
|
(4,531
|
)
|
|
(3,924
|
)
|
|||||
Total assets
(2)
|
|
$
|
82,861
|
|
|
$
|
86,607
|
|
|
$
|
107,580
|
|
|
$
|
121,940
|
|
|
$
|
122,571
|
|
Long-term obligations
|
|
8,195
|
|
|
12,529
|
|
|
14,761
|
|
|
815
|
|
|
7,090
|
|
|||||
Total stockholders' equity
|
|
$
|
36,358
|
|
|
$
|
27,672
|
|
|
$
|
62,045
|
|
|
$
|
82,271
|
|
|
$
|
91,529
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Company Overview
|
•
|
Disposition of the Content Reportable Segment and A&P Business
|
•
|
Discontinued Operations
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Critical Accounting Policies
|
•
|
Recently Issued Accounting Pronouncements
|
•
|
Recent Developments
|
|
|
Years Ended March 31,
|
|
|
|
Years Ended March 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% of
Change
|
|
2018
|
|
2017
|
|
% of
Change
|
|||||||||||
|
(in thousands, except per share amounts)
|
|
|
|
(in thousands, except per share amounts)
|
|
|
|||||||||||||||
Net revenues
|
|
$
|
103,569
|
|
|
$
|
74,751
|
|
|
38.6
|
%
|
|
$
|
74,751
|
|
|
$
|
40,207
|
|
|
85.9
|
%
|
License fees and revenue share
|
|
65,981
|
|
|
47,967
|
|
|
37.6
|
%
|
|
47,967
|
|
|
26,374
|
|
|
81.9
|
%
|
||||
Other direct cost of revenues
|
|
2,023
|
|
|
1,729
|
|
|
17.0
|
%
|
|
1,729
|
|
|
2,575
|
|
|
(32.9
|
)%
|
||||
Gross profit
|
|
35,565
|
|
|
25,055
|
|
|
41.9
|
%
|
|
25,055
|
|
|
11,258
|
|
|
122.6
|
%
|
||||
Total operating expenses
|
|
32,120
|
|
|
30,864
|
|
|
4.1
|
%
|
|
30,864
|
|
|
28,229
|
|
|
9.3
|
%
|
||||
Income / (loss) from operations
|
|
3,445
|
|
|
(5,809
|
)
|
|
(159.3
|
)%
|
|
(5,809
|
)
|
|
(16,971
|
)
|
|
(65.8
|
)%
|
||||
Interest expense
|
|
(1,120
|
)
|
|
(2,067
|
)
|
|
(45.8
|
)%
|
|
(2,067
|
)
|
|
(2,625
|
)
|
|
(21.3
|
)%
|
||||
Foreign exchange transaction gain / (loss)
|
|
3
|
|
|
(148
|
)
|
|
(102.0
|
)%
|
|
(148
|
)
|
|
(26
|
)
|
|
469.2
|
%
|
||||
Change in fair value of convertible note embedded derivative liability
|
|
(1,008
|
)
|
|
(7,559
|
)
|
|
(86.7
|
)%
|
|
(7,559
|
)
|
|
475
|
|
|
100.0
|
%
|
||||
Change in fair value of warrant liability
|
|
(4,875
|
)
|
|
(3,208
|
)
|
|
52.0
|
%
|
|
(3,208
|
)
|
|
147
|
|
|
100.0
|
%
|
||||
Loss on extinguishment of debt
|
|
(431
|
)
|
|
(1,785
|
)
|
|
(75.9
|
)%
|
|
(1,785
|
)
|
|
(293
|
)
|
|
(100.0
|
)%
|
||||
Other income / (expense)
|
|
153
|
|
|
(72
|
)
|
|
(312.5
|
)%
|
|
(72
|
)
|
|
11
|
|
|
(754.5
|
)%
|
||||
Loss from continuing operations before income taxes
|
|
(3,833
|
)
|
|
(20,648
|
)
|
|
(81.4
|
)%
|
|
(20,648
|
)
|
|
(19,282
|
)
|
|
7.1
|
%
|
||||
Income tax (benefit) / provision
|
|
469
|
|
|
(951
|
)
|
|
(149.3
|
)%
|
|
(951
|
)
|
|
(144
|
)
|
|
560.4
|
%
|
||||
Loss from continuing operations, net of taxes
|
|
$
|
(4,302
|
)
|
|
$
|
(19,697
|
)
|
|
(78.2
|
)%
|
|
$
|
(19,697
|
)
|
|
$
|
(19,138
|
)
|
|
2.9
|
%
|
Basic and diluted net loss per common share, from continuing operations
|
|
$
|
(0.06
|
)
|
|
$
|
(0.28
|
)
|
|
(78.6
|
)%
|
|
$
|
(0.28
|
)
|
|
$
|
(0.29
|
)
|
|
(3.4
|
)%
|
Weighted-average common shares outstanding, basic and diluted
|
|
77,440
|
|
|
70,263
|
|
|
10.2
|
%
|
|
70,263
|
|
|
66,511
|
|
|
5.6
|
%
|
|
|
Years ended March 31,
|
|
|
|
Years ended March 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% of Change
|
|
2018
|
|
2017
|
|
% of Change
|
|||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||||||||
Gross margin $
|
|
$
|
35,565
|
|
|
$
|
25,055
|
|
|
41.9
|
%
|
|
$
|
25,055
|
|
|
$
|
11,258
|
|
|
122.6
|
%
|
Gross margin %
|
|
34.3
|
%
|
|
33.5
|
%
|
|
|
|
33.5
|
%
|
|
28.0
|
%
|
|
|
|
|
Years ended March 31,
|
|
|
|
Years ended March 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% of Change
|
|
2018
|
|
2017
|
|
% of Change
|
|||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||||||||
Product development
|
|
$
|
10,876
|
|
|
$
|
9,653
|
|
|
12.7
|
%
|
|
$
|
9,653
|
|
|
$
|
9,283
|
|
|
4.0
|
%
|
Sales and marketing
|
|
8,212
|
|
|
6,087
|
|
|
34.9
|
%
|
|
6,087
|
|
|
4,180
|
|
|
45.6
|
%
|
||||
General and administrative
|
|
13,032
|
|
|
15,124
|
|
|
(13.8
|
)%
|
|
15,124
|
|
|
14,766
|
|
|
2.4
|
%
|
||||
Total operating expenses
|
|
$
|
32,120
|
|
|
$
|
30,864
|
|
|
4.1
|
%
|
|
$
|
30,864
|
|
|
$
|
28,229
|
|
|
9.3
|
%
|
|
|
Years ended March 31,
|
|
|
|
Years ended March 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% of Change
|
|
2018
|
|
2017
|
|
% of Change
|
|||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||||||||
Interest expense
|
|
$
|
(1,120
|
)
|
|
$
|
(2,067
|
)
|
|
(45.8
|
)%
|
|
$
|
(2,067
|
)
|
|
$
|
(2,625
|
)
|
|
(21.3
|
)%
|
Foreign exchange transaction gain / (loss)
|
|
3
|
|
|
(148
|
)
|
|
(102.0
|
)%
|
|
(148
|
)
|
|
(26
|
)
|
|
469.2
|
%
|
||||
Change in fair value of convertible note embedded derivative liability
|
|
(1,008
|
)
|
|
(7,559
|
)
|
|
(86.7
|
)%
|
|
(7,559
|
)
|
|
475
|
|
|
(100.0
|
)%
|
||||
Change in fair value of warrant liability
|
|
(4,875
|
)
|
|
(3,208
|
)
|
|
52.0
|
%
|
|
(3,208
|
)
|
|
147
|
|
|
(100.0
|
)%
|
||||
Loss on extinguishment of debt
|
|
(431
|
)
|
|
(1,785
|
)
|
|
(75.9
|
)%
|
|
(1,785
|
)
|
|
(293
|
)
|
|
100.0
|
%
|
||||
Other income / (expense)
|
|
153
|
|
|
(72
|
)
|
|
(312.5
|
)%
|
|
(72
|
)
|
|
11
|
|
|
(754.5
|
)%
|
||||
Total interest and other (expense), net
|
|
$
|
(7,278
|
)
|
|
$
|
(14,839
|
)
|
|
(51.0
|
)%
|
|
$
|
(14,839
|
)
|
|
$
|
(2,311
|
)
|
|
542.1
|
%
|
|
|
Years ended March 31,
|
||||||
|
2019
|
|
2018
|
|||||
|
(in thousands)
|
|||||||
Working capital
(1)
|
|
|
|
|
||||
Current assets
|
|
35,097
|
|
|
31,002
|
|
||
Current liabilities
|
|
34,384
|
|
|
33,680
|
|
||
Working capital
|
|
$
|
713
|
|
|
$
|
(2,678
|
)
|
|
|
Year ended March 31,
|
|
|
|
Year ended March 31,
|
|
|
||||||||||
|
2019
|
|
2018
|
|
% of Change
|
|
2018
|
|
2017
|
|
% of Change
|
|||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||||
Consolidated Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by / (used in) operating activities - continuing operations
|
|
4,970
|
|
|
7,290
|
|
|
(31.8
|
)%
|
|
7,290
|
|
|
(11,258
|
)
|
|
(164.8
|
)%
|
Capital expenditures
|
|
(2,314
|
)
|
|
(1,992
|
)
|
|
16.2
|
%
|
|
(1,992
|
)
|
|
(1,418
|
)
|
|
40.5
|
%
|
Proceeds from sale of cost method investment in Sift
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
999
|
|
|
(100.0
|
)%
|
Cash received from issuance of convertible notes
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
16,000
|
|
|
(100.0
|
)%
|
Options and warrants exercised
|
|
734
|
|
|
687
|
|
|
6.8
|
%
|
|
687
|
|
|
11
|
|
|
6,145.5
|
%
|
Repayment of debt obligations
|
|
(1,650
|
)
|
|
(1,098
|
)
|
|
50.3
|
%
|
|
(1,098
|
)
|
|
(11,000
|
)
|
|
(90.0
|
)%
|
Payment of debt issuance costs
|
|
—
|
|
|
(346
|
)
|
|
100.0
|
%
|
|
—
|
|
|
(2,383
|
)
|
|
(100.0
|
)%
|
Proceeds from short-term borrowings
|
|
—
|
|
|
2,500
|
|
|
(100.0
|
)%
|
|
2,500
|
|
|
—
|
|
|
100.0
|
%
|
Effect of exchange rate changes on cash
|
|
(31
|
)
|
|
(4
|
)
|
|
675.0
|
%
|
|
(4
|
)
|
|
(119
|
)
|
|
(96.6
|
)%
|
|
|
Payments Due by Period
|
|||||||||||||
Contractual cash obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3 to 5 Years
|
|
More Than 5 Years
|
|||||
Operating leases (a)
|
|
4,632
|
|
|
960
|
|
|
1,750
|
|
|
1,600
|
|
|
322
|
|
Interest and bank fees
|
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Uncertain tax positions (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total contractual cash obligations
|
|
4,655
|
|
|
983
|
|
|
1,750
|
|
|
1,600
|
|
|
322
|
|
(a)
|
Consists of operating leases for our office facilities
|
(b)
|
We have approximately
$943
in additional liabilities associated with uncertain tax positions that are not expected to be liquidated within the next twelve months. We are unable to reliably estimate the expected payment dates for these additional non-current liabilities.
|
•
|
Ignite, a mobile application management software that enables mobile operators and OEMs to control, manage, and monetize applications installed at the time of activation and over the life of a mobile device. Ignite allows mobile operators to personalize the application activation experience for customers and monetize their home screens via Cost-Per-Install or CPI arrangements, Cost-Per-Placement or CPP arrangements, and/or Cost-Per-Action or CPA arrangements with third party advertisers. There are several different delivery methods available to operators and OEMs on first boot of the device: Wizard, Silent, or Software Development Kit ("SDK"). Optional notification features are available throughout the life-cycle of the device, providing operators additional opportunity for advertising revenue streams.
|
•
|
Other products and professional services directly related to the Ignite platform.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Consolidated Financial Statements:
|
|
The supplementary financial information required by this Item 8 is set forth in Note 19 of the Notes to the Consolidated Financial Statements under the caption "Supplemental Consolidated Financial Information".
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash
|
|
$
|
10,894
|
|
|
$
|
12,720
|
|
Restricted cash
|
|
165
|
|
|
331
|
|
||
Accounts receivable, net of allowances of $895 and $512, respectively
|
|
22,707
|
|
|
17,050
|
|
||
Prepaid expenses and other current assets
|
|
1,331
|
|
|
901
|
|
||
Current assets held for disposal
|
|
2,026
|
|
|
8,753
|
|
||
Total current assets
|
|
37,123
|
|
|
39,755
|
|
||
Property and equipment, net
|
|
3,430
|
|
|
2,757
|
|
||
Deferred tax assets
|
|
40
|
|
|
596
|
|
||
Intangible assets, net
|
|
—
|
|
|
1,231
|
|
||
Goodwill
|
|
42,268
|
|
|
42,268
|
|
||
TOTAL ASSETS
|
|
$
|
82,861
|
|
|
$
|
86,607
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
14,912
|
|
|
$
|
19,895
|
|
Accrued license fees and revenue share
|
|
16,205
|
|
|
8,232
|
|
||
Accrued compensation
|
|
2,441
|
|
|
2,966
|
|
||
Short-term debt, net of debt issuance costs of $0 and $205, respectively
|
|
—
|
|
|
1,445
|
|
||
Other current liabilities
|
|
826
|
|
|
1,142
|
|
||
Current liabilities held for disposal
|
|
3,924
|
|
|
12,726
|
|
||
Total current liabilities
|
|
38,308
|
|
|
46,406
|
|
||
Convertible notes, net of debt issuance costs and discounts of $0 and $1,827, respectively
|
|
—
|
|
|
3,873
|
|
||
Convertible note embedded derivative liability
|
|
—
|
|
|
4,676
|
|
||
Warrant liability
|
|
8,013
|
|
|
3,980
|
|
||
Other non-current liabilities
|
|
182
|
|
|
—
|
|
||
Total liabilities
|
|
46,503
|
|
|
58,935
|
|
||
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; 82,354,940 issued and 81,620,484 outstanding at March 31, 2019; 76,843,278 issued and 76,108,822 outstanding at March 31, 2018
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
332,793
|
|
|
318,066
|
|
||
Treasury stock (754,599 shares at March 31, 2019 and March 31, 2018)
|
|
(71
|
)
|
|
(71
|
)
|
||
Accumulated other comprehensive loss
|
|
(356
|
)
|
|
(325
|
)
|
||
Accumulated deficit
|
|
(296,118
|
)
|
|
(290,108
|
)
|
||
Total stockholders' equity
|
|
36,358
|
|
|
27,672
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
82,861
|
|
|
$
|
86,607
|
|
|
|
Years ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
|
$
|
103,569
|
|
|
$
|
74,751
|
|
|
$
|
40,207
|
|
Cost of revenues
|
|
|
|
|
|
|
||||||
License fees and revenue share
|
|
65,981
|
|
|
47,967
|
|
|
26,374
|
|
|||
Other direct cost of revenues
|
|
2,023
|
|
|
1,729
|
|
|
2,575
|
|
|||
Total cost of revenues
|
|
68,004
|
|
|
49,696
|
|
|
28,949
|
|
|||
Gross profit
|
|
35,565
|
|
|
25,055
|
|
|
11,258
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Product development
|
|
10,876
|
|
|
9,653
|
|
|
9,283
|
|
|||
Sales and marketing
|
|
8,212
|
|
|
6,087
|
|
|
4,180
|
|
|||
General and administrative
|
|
13,032
|
|
|
15,124
|
|
|
14,766
|
|
|||
Total operating expenses
|
|
32,120
|
|
|
30,864
|
|
|
28,229
|
|
|||
Income / (loss) from operations
|
|
3,445
|
|
|
(5,809
|
)
|
|
(16,971
|
)
|
|||
Interest and other income / (expense), net
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(1,120
|
)
|
|
(2,067
|
)
|
|
(2,625
|
)
|
|||
Foreign exchange transaction gain / (loss)
|
|
3
|
|
|
(148
|
)
|
|
(26
|
)
|
|||
Change in fair value of convertible note embedded derivative liability
|
|
(1,008
|
)
|
|
(7,559
|
)
|
|
475
|
|
|||
Change in fair value of warrant liability
|
|
(4,875
|
)
|
|
(3,208
|
)
|
|
147
|
|
|||
Loss on extinguishment of debt
|
|
(431
|
)
|
|
(1,785
|
)
|
|
(293
|
)
|
|||
Other income / (expense)
|
|
153
|
|
|
(72
|
)
|
|
11
|
|
|||
Total interest and other (expense), net
|
|
(7,278
|
)
|
|
(14,839
|
)
|
|
(2,311
|
)
|
|||
Loss from continuing operations before income taxes
|
|
(3,833
|
)
|
|
(20,648
|
)
|
|
(19,282
|
)
|
|||
Income tax (benefit) / provision
|
|
469
|
|
|
(951
|
)
|
|
(144
|
)
|
|||
Loss from continuing operations, net of taxes
|
|
(4,302
|
)
|
|
(19,697
|
)
|
|
(19,138
|
)
|
|||
Loss from discontinued operations
|
|
(1,708
|
)
|
|
(33,160
|
)
|
|
(5,126
|
)
|
|||
Net loss from discontinued operations, net of taxes
|
|
(1,708
|
)
|
|
(33,160
|
)
|
|
(5,126
|
)
|
|||
Net loss
|
|
(6,010
|
)
|
|
(52,857
|
)
|
|
(24,264
|
)
|
|||
Other comprehensive loss
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(31
|
)
|
|
(4
|
)
|
|
(119
|
)
|
|||
Comprehensive loss
|
|
$
|
(6,041
|
)
|
|
$
|
(52,861
|
)
|
|
$
|
(24,383
|
)
|
Basic and diluted net loss per common share
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
(0.06
|
)
|
|
(0.28
|
)
|
|
(0.29
|
)
|
|||
Discontinued operations
|
|
(0.02
|
)
|
|
(0.47
|
)
|
|
(0.07
|
)
|
|||
Net loss
|
|
(0.08
|
)
|
|
(0.75
|
)
|
|
(0.36
|
)
|
|||
Weighted-average common shares outstanding, basic and diluted
|
|
77,440
|
|
|
70,263
|
|
|
66,511
|
|
|
|
Common Stock
Shares
|
|
Amount
|
|
Preferred Stock
Shares
|
|
Amount
|
|
Treasury Stock
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Accumulated
Deficit
|
|
Total
|
|||||||||||||||||
Balance at March 31, 2016
|
|
66,284,606
|
|
|
8
|
|
|
100,000
|
|
|
100
|
|
|
754,599
|
|
|
(71
|
)
|
|
295,423
|
|
|
(202
|
)
|
|
(212,987
|
)
|
|
$
|
82,271
|
|
||||||
Net loss
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,264
|
)
|
|
(24,264
|
)
|
|||||
Foreign currency translation
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
(119
|
)
|
|||||
Stock-based compensation
|
|
331,363
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
3,748
|
|
|
—
|
|
|
—
|
|
|
3,748
|
|
|||||
Stock-based compensation related to vesting of restricted stock for services
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
408
|
|
|
—
|
|
|
—
|
|
|
408
|
|
|||||
Options exercised
|
|
18,383
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Shares cancelled
|
|
(39,545
|
)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Balance at March 31, 2017
|
|
66,594,807
|
|
|
8
|
|
|
100,000
|
|
|
100
|
|
|
754,599
|
|
|
(71
|
)
|
|
299,580
|
|
|
(321
|
)
|
|
(237,251
|
)
|
|
$
|
62,045
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,857
|
)
|
|
(52,857
|
)
|
|||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
Warrants issued for services rendered
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
Stock-based compensation
|
|
265,138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,138
|
|
|
—
|
|
|
—
|
|
|
3,138
|
|
|||||||
Compensation related to restricted shares and warrants issued for services rendered
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||||
Options exercised
|
|
258,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
269
|
|
|||||||
Exercise of warrants
|
|
266,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|||||||
Stock issued for settlement of liability
|
|
8,624,445
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,632
|
|
|
—
|
|
|
—
|
|
|
14,634
|
|
|||||||
Balance at March 31, 2018
|
|
76,108,823
|
|
|
$
|
10
|
|
|
100,000
|
|
|
$
|
100
|
|
|
754,599
|
|
|
$
|
(71
|
)
|
|
$
|
318,066
|
|
|
$
|
(325
|
)
|
|
$
|
(290,108
|
)
|
|
$
|
27,672
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,010
|
)
|
|
(6,010
|
)
|
|||||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|||||||
Stock-based compensation
|
|
306,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
|||||||
Options exercised
|
|
424,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|||||||
Exercise of warrants
|
|
333,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,154
|
|
|
—
|
|
|
—
|
|
|
1,154
|
|
|||||||
Stock issued for settlement of liability
|
|
4,446,265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,582
|
|
|
—
|
|
|
—
|
|
|
10,582
|
|
|||||||
Balance at March 31, 2019
|
|
81,620,485
|
|
|
$
|
10
|
|
|
100,000
|
|
|
$
|
100
|
|
|
754,599
|
|
|
$
|
(71
|
)
|
|
$
|
332,793
|
|
|
$
|
(356
|
)
|
|
$
|
(296,118
|
)
|
|
$
|
36,358
|
|
|
|
Year ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|||
Net loss from continuing operations, net of taxes
|
|
(4,302
|
)
|
|
(19,697
|
)
|
|
(19,138
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
2,766
|
|
|
2,660
|
|
|
2,606
|
|
|||
Change in allowance for doubtful accounts
|
|
383
|
|
|
299
|
|
|
48
|
|
|||
Non-cash interest expense
|
|
798
|
|
|
1,018
|
|
|
1,256
|
|
|||
Stock-based compensation
|
|
2,011
|
|
|
2,655
|
|
|
3,362
|
|
|||
Stock-based compensation for services rendered
|
|
520
|
|
|
323
|
|
|
398
|
|
|||
Change in fair value of convertible note embedded derivative liability
|
|
1,008
|
|
|
7,559
|
|
|
(475
|
)
|
|||
Change in fair value of warrant liability
|
|
4,875
|
|
|
3,208
|
|
|
(147
|
)
|
|||
Loss on extinguishment of debt
|
|
431
|
|
|
1,785
|
|
|
293
|
|
|||
Impairment of intangible assets
|
|
—
|
|
|
—
|
|
|
757
|
|
|||
(Increase) / decrease in assets:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(6,040
|
)
|
|
(7,071
|
)
|
|
(3,882
|
)
|
|||
Deferred tax assets
|
|
556
|
|
|
(244
|
)
|
|
148
|
|
|||
Prepaid expenses and other current assets
|
|
(430
|
)
|
|
(336
|
)
|
|
104
|
|
|||
Increase / (decrease) in liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
|
(4,983
|
)
|
|
8,108
|
|
|
4,434
|
|
|||
Accrued license fees and revenue share
|
|
7,973
|
|
|
5,221
|
|
|
(4
|
)
|
|||
Accrued compensation
|
|
(525
|
)
|
|
2,445
|
|
|
385
|
|
|||
Other current liabilities
|
|
(253
|
)
|
|
52
|
|
|
(1,287
|
)
|
|||
Other non-current liabilities
|
|
182
|
|
|
(695
|
)
|
|
(116
|
)
|
|||
Net cash provided by / (used in) operating activities - continuing operations
|
|
4,970
|
|
|
7,290
|
|
|
(11,258
|
)
|
|||
Net cash provided by / (used in) operating activities - discontinued operations
|
|
(3,701
|
)
|
|
(324
|
)
|
|
4,594
|
|
|||
Net cash provided by (used in) operating activities
|
|
1,269
|
|
|
6,966
|
|
|
(6,664
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(2,314
|
)
|
|
(1,992
|
)
|
|
(1,418
|
)
|
|||
Proceeds from sale of cost method investment in Sift
|
|
—
|
|
|
—
|
|
|
999
|
|
|||
Net cash used in investing activities - continuing operations
|
|
(2,314
|
)
|
|
(1,992
|
)
|
|
(419
|
)
|
|||
Net cash used in investing activities - discontinued operations
|
|
—
|
|
|
(142
|
)
|
|
(177
|
)
|
|||
Net cash used in investing activities
|
|
(2,314
|
)
|
|
(2,134
|
)
|
|
(596
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|||
Cash received from issuance of convertible notes
|
|
—
|
|
|
—
|
|
|
16,000
|
|
|||
Proceeds from short-term borrowings
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
|
—
|
|
|
(346
|
)
|
|
(2,383
|
)
|
|||
Options and warrants exercised
|
|
734
|
|
|
687
|
|
|
11
|
|
|||
Repayment of debt obligations
|
|
(1,650
|
)
|
|
(1,098
|
)
|
|
(11,000
|
)
|
|||
Net cash provided by / (used in) financing activities
|
|
(916
|
)
|
|
1,743
|
|
|
2,628
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
|
(31
|
)
|
|
(4
|
)
|
|
(119
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash
|
|
(1,992
|
)
|
|
6,571
|
|
|
(4,751
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash and restricted cash, beginning of year
|
|
13,051
|
|
|
6,480
|
|
|
11,231
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and restricted cash, end of year
|
|
$
|
11,059
|
|
|
$
|
13,051
|
|
|
$
|
6,480
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
383
|
|
|
$
|
1,071
|
|
|
$
|
1,406
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash financing activities
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Common stock of the Company issued for extinguishment of debt
|
|
$
|
10,582
|
|
|
$
|
14,632
|
|
|
$
|
—
|
|
Cashless exercise of warrants to purchase common stock of the Company
|
|
$
|
144
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
|
Year ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
|
3,970
|
|
|
48,877
|
|
|
51,346
|
|
|||
Total cost of revenues
|
|
1,788
|
|
|
42,950
|
|
|
49,241
|
|
|||
Gross profit
|
|
2,182
|
|
|
5,927
|
|
|
2,105
|
|
|||
Product development
|
|
732
|
|
|
2,194
|
|
|
2,752
|
|
|||
Sales and marketing
|
|
350
|
|
|
1,444
|
|
|
2,357
|
|
|||
General and administrative
|
|
2,671
|
|
|
1,835
|
|
|
2,045
|
|
|||
Income / (loss) from operations
|
|
(1,571
|
)
|
|
454
|
|
|
(5,049
|
)
|
|||
Loss on impairment of goodwill
|
|
—
|
|
|
(34,045
|
)
|
|
—
|
|
|||
Interest and other income / (expense), net
|
|
(137
|
)
|
|
431
|
|
|
(77
|
)
|
|||
Income / (loss) from discontinued operations before income taxes
|
|
(1,708
|
)
|
|
(33,160
|
)
|
|
(5,126
|
)
|
|||
Income tax provision
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income / (loss) from discontinued operations, net of taxes
|
|
(1,708
|
)
|
|
(33,160
|
)
|
|
(5,126
|
)
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income / (loss)
|
|
(1,708
|
)
|
|
(33,160
|
)
|
|
(5,126
|
)
|
|||
Basic and diluted net loss per common share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.08
|
)
|
Weighted-average common shares outstanding, basic
|
|
77,440
|
|
|
70,263
|
|
|
66,511
|
|
|
|
Year ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Assets held for disposal
|
|
|
|
|
||
Accounts receivable, net of allowances of $1,589 and $578, respectively
|
|
1,883
|
|
|
8,013
|
|
Property and equipment, net
|
|
143
|
|
|
377
|
|
Goodwill
|
|
—
|
|
|
309
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
54
|
|
Current assets held for disposal
|
|
2,026
|
|
|
8,753
|
|
Total assets held for disposal
|
|
2,026
|
|
|
8,753
|
|
|
|
|
|
|
||
Liabilities held for disposal
|
|
|
|
|
||
Accounts payable
|
|
3,158
|
|
|
8,789
|
|
Accrued license fees and revenue share
|
|
537
|
|
|
3,059
|
|
Accrued compensation
|
|
226
|
|
|
529
|
|
Other current liabilities
|
|
3
|
|
|
349
|
|
Current liabilities held for disposal
|
|
3,924
|
|
|
12,726
|
|
Total liabilities held for disposal
|
|
3,924
|
|
|
12,726
|
|
|
|
Year ended March 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|||
Net income / (loss) from discontinued operations, net of taxes
|
|
(1,708
|
)
|
|
(33,160
|
)
|
|
(5,126
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
279
|
|
|
1,037
|
|
|
5,564
|
|
Change in allowance for doubtful accounts
|
|
1,011
|
|
|
194
|
|
|
85
|
|
Stock-based compensation
|
|
37
|
|
|
189
|
|
|
386
|
|
Impairment of intangible assets
|
|
—
|
|
|
1,065
|
|
|
—
|
|
Impairment of goodwill
|
|
|
|
34,045
|
|
|
—
|
|
|
(Increase) / decrease in assets:
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
5,119
|
|
|
(1,928
|
)
|
|
4,715
|
|
Goodwill
|
|
309
|
|
|
—
|
|
|
—
|
|
Deposits
|
|
—
|
|
|
—
|
|
|
69
|
|
Prepaid expenses and other current assets
|
|
54
|
|
|
8
|
|
|
(8
|
)
|
Increase / (decrease) in liabilities:
|
|
|
|
|
|
|
|||
Accounts payable
|
|
(5,631
|
)
|
|
708
|
|
|
134
|
|
Accrued license fees and revenue share
|
|
(2,522
|
)
|
|
(2,459
|
)
|
|
(1,089
|
)
|
Accrued compensation
|
|
(303
|
)
|
|
(24
|
)
|
|
(665
|
)
|
Other current liabilities
|
|
(346
|
)
|
|
25
|
|
|
444
|
|
Other non-current liabilities
|
|
—
|
|
|
(24
|
)
|
|
85
|
|
Cash used in operating activities
|
|
(3,701
|
)
|
|
(324
|
)
|
|
4,594
|
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
—
|
|
|
(142
|
)
|
|
(177
|
)
|
Cash used in investing activities
|
|
—
|
|
|
(142
|
)
|
|
(177
|
)
|
|
|
|
|
|
|
|
|||
Cash used in discontinued operations
|
|
(3,701
|
)
|
|
(466
|
)
|
|
4,417
|
|
•
|
Ignite, a mobile application management software that enables mobile operators and OEMs to control, manage, and monetize applications installed at the time of activation and over the life of a mobile device. Ignite allows mobile operators to personalize the application activation experience for customers and monetize their home screens via Cost-Per-Install or CPI arrangements, Cost-Per-Placement or CPP arrangements, and/or Cost-Per-Action or CPA arrangements with third party advertisers. There are several different delivery methods available to operators and OEMs on first boot of the device: Wizard, Silent, or Software Development Kit ("SDK"). Optional notification features are available throughout the life-cycle of the device, providing operators additional opportunity for advertising revenue streams.
|
•
|
Other products and professional services directly related to the Ignite platform.
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Billed
|
|
$
|
11,833
|
|
|
$
|
9,172
|
|
Unbilled
|
|
11,769
|
|
|
8,390
|
|
||
Allowance for doubtful accounts
|
|
(895
|
)
|
|
(512
|
)
|
||
Accounts receivable, net
|
|
$
|
22,707
|
|
|
$
|
17,050
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Computer-related equipment
|
|
$
|
7,077
|
|
|
$
|
5,464
|
|
Furniture and fixtures
|
|
223
|
|
|
115
|
|
||
Leasehold improvements
|
|
558
|
|
|
166
|
|
||
|
|
7,858
|
|
|
5,745
|
|
||
Accumulated depreciation
|
|
(4,428
|
)
|
|
(2,988
|
)
|
||
Property and equipment, net
|
|
$
|
3,430
|
|
|
$
|
2,757
|
|
|
|
As of March 31, 2019
|
||||||||||
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Software
|
|
$
|
5,826
|
|
|
$
|
(5,826
|
)
|
|
$
|
—
|
|
Total
|
|
$
|
5,826
|
|
|
$
|
(5,826
|
)
|
|
$
|
—
|
|
|
|
As of March 31, 2018
|
||||||||||
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Software
|
|
$
|
5,826
|
|
|
$
|
(4,595
|
)
|
|
$
|
1,231
|
|
Total
|
|
$
|
5,826
|
|
|
$
|
(4,595
|
)
|
|
$
|
1,231
|
|
|
|
Intangible Assets
|
||
Balance as of March 31, 2016
|
|
$
|
12,490
|
|
Amortization of intangibles
|
|
(7,087
|
)
|
|
Intangible asset write-off
|
|
(2,756
|
)
|
|
Balance as of March 31, 2017
|
|
2,647
|
|
|
Amortization of intangibles
|
|
(1,416
|
)
|
|
Balance as of March 31, 2018
|
|
1,231
|
|
|
Amortization of intangibles
|
|
(1,231
|
)
|
|
Balance as of March 31, 2019
|
|
$
|
—
|
|
|
|
O&O
|
|
Total
|
||||
Goodwill as of March 31, 2016
|
|
$
|
42,268
|
|
|
$
|
42,268
|
|
Adjustments
|
|
—
|
|
|
—
|
|
||
Goodwill as of March 31, 2017
|
|
42,268
|
|
|
42,268
|
|
||
Adjustments
|
|
—
|
|
|
—
|
|
||
Goodwill as of March 31, 2018
|
|
42,268
|
|
|
42,268
|
|
||
Adjustments
|
|
—
|
|
|
—
|
|
||
Goodwill as of March 31, 2019
|
|
$
|
42,268
|
|
|
$
|
42,268
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Short-term debt
|
|
|
|
|
||||
Short-term debt, net of debt issuance costs of $0 and $205, respectively
|
|
$
|
—
|
|
|
$
|
1,445
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Long-term debt
|
|
|
|
|
||||
Convertible notes, net of debt issuance costs and discounts of $0 and $1,827, respectively
|
|
$
|
—
|
|
|
$
|
3,873
|
|
•
|
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of September 28, 2016
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Convertible note embedded derivative liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,693
|
|
|
$
|
3,693
|
|
Warrant liability
|
|
—
|
|
|
—
|
|
|
1,223
|
|
|
1,223
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,916
|
|
|
$
|
4,916
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of March 31, 2019
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Convertible note embedded derivative liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Warrant liability
|
|
—
|
|
|
—
|
|
|
8,013
|
|
|
8,013
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,013
|
|
|
$
|
8,013
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of March 31, 2018
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Convertible note embedded derivative liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,676
|
|
|
$
|
4,676
|
|
Warrant liability
|
|
—
|
|
|
—
|
|
|
3,980
|
|
|
3,980
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,656
|
|
|
$
|
8,656
|
|
|
|
Level 3
|
||
Balance at March 31, 2018
|
|
$
|
4,676
|
|
Change in fair value of convertible note embedded derivative liability
|
|
1,008
|
|
|
De-recognition on extinguishment or conversion
|
|
(5,684
|
)
|
|
Balance at March 31, 2019
|
|
$
|
—
|
|
|
March 31, 2019
|
|
Stock price volatility
|
60
|
%
|
Probability of change in control
|
1.75
|
%
|
Stock price (per share)
|
$3.50
|
|
Expected term
|
1.50 years
|
|
Risk-free rate (1)
|
2.31
|
%
|
Assumed early conversion/exercise price (per share)
|
$2.73
|
|
|
Level 3
|
||
Balance at March 31, 2018
|
|
$
|
3,980
|
|
Change in fair value of warrant liability
|
|
4,875
|
|
|
De-recognition on extinguishment or conversion
|
|
(842
|
)
|
|
Balance at March 31, 2019
|
|
$
|
8,013
|
|
|
March 31, 2019
|
|
Stock price volatility
|
60
|
%
|
Probability of change in control
|
1.75
|
%
|
Stock price (per share)
|
$3.50
|
|
Expected term
|
1.50 years
|
|
Risk-free rate (1)
|
2.31
|
%
|
Assumed early conversion/exercise price (per share)
|
$2.73
|
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
(per share)
|
|
Weighted Average
Remaining Contractual
Life (in years)
|
|
Aggregate Intrinsic
Value
(in thousands)
|
|||||
Options Outstanding, March 31, 2017
|
|
9,735,778
|
|
|
$
|
2.56
|
|
|
7.95
|
|
$
|
801
|
|
Granted
|
|
1,963,378
|
|
|
1.53
|
|
|
|
|
|
|||
Forfeited / Canceled
|
|
(1,698,906
|
)
|
|
4.40
|
|
|
|
|
|
|||
Exercised
|
|
(258,281
|
)
|
|
1.04
|
|
|
|
|
|
|||
Options Outstanding, March 31, 2018
|
|
9,741,969
|
|
|
2.08
|
|
|
7.82
|
|
6,286
|
|
||
Granted
|
|
1,463,925
|
|
|
1.69
|
|
|
|
|
|
|||
Forfeited / Canceled
|
|
(1,552,192
|
)
|
|
3.72
|
|
|
|
|
|
|||
Exercised
|
|
(524,817
|
)
|
|
0.94
|
|
|
|
|
|
|||
Options Outstanding, March 31, 2019
|
|
9,128,885
|
|
|
$
|
1.80
|
|
|
7.31
|
|
$
|
16,347
|
|
Vested and expected to vest (net of estimated forfeitures) at March 31, 2019 (a)
|
|
8,147,149
|
|
|
$
|
1.86
|
|
|
7.18
|
|
$
|
14,224
|
|
Exercisable, March 31, 2019
|
|
5,800,564
|
|
|
$
|
2.06
|
|
|
6.75
|
|
$
|
9,237
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Life (Years)
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
||||||
$0.00 - 0.50
|
|
6,204
|
|
|
$
|
0.24
|
|
|
0.99
|
|
6,204
|
|
|
$
|
0.24
|
|
$0.51 - 1.00
|
|
2,401,184
|
|
|
0.73
|
|
|
7.58
|
|
1,334,293
|
|
|
0.73
|
|
||
$1.01 - 1.50
|
|
2,507,881
|
|
|
1.28
|
|
|
7.36
|
|
1,665,100
|
|
|
1.27
|
|
||
$1.51 - 2.00
|
|
1,376,044
|
|
|
1.65
|
|
|
8.88
|
|
465,512
|
|
|
1.62
|
|
||
$2.01 - 2.50
|
|
688,072
|
|
|
2.20
|
|
|
9.06
|
|
179,955
|
|
|
2.17
|
|
||
$2.51 - 3.00
|
|
769,000
|
|
|
2.61
|
|
|
5.31
|
|
769,000
|
|
|
2.61
|
|
||
$3.51 - 4.00
|
|
717,500
|
|
|
3.96
|
|
|
5.54
|
|
717,500
|
|
|
3.96
|
|
||
$4.01 - 4.50
|
|
553,000
|
|
|
4.14
|
|
|
5.60
|
|
553,000
|
|
|
4.14
|
|
||
$4.51 - 5.00
|
|
60,000
|
|
|
4.65
|
|
|
3.99
|
|
60,000
|
|
|
4.65
|
|
||
$5.01 and over
|
|
50,000
|
|
|
5.89
|
|
|
5.45
|
|
50,000
|
|
|
5.89
|
|
||
|
|
9,128,885
|
|
|
|
|
|
|
5,800,564
|
|
|
|
|
|
Year ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total fair value of options vested
|
|
$
|
1,977
|
|
|
$
|
3,335
|
|
|
$
|
3,519
|
|
Total intrinsic value of options exercised (a)
|
|
$
|
603
|
|
|
$
|
202
|
|
|
$
|
10
|
|
(a)
|
The total intrinsic value of options exercised represents the total pre-tax intrinsic value (the difference between the stock price at exercise and the exercise price multiplied by the number of options exercised) that was received by the option holders who exercised their options during the fiscal year.
|
|
|
Year ended March 31,
|
||||
|
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
|
2.38% to 2.96%
|
|
1.77% to 2.73%
|
|
1.34% to 2.38%
|
Expected life of the options
|
|
5.52 to 9.19 years
|
|
5.65 to 9.84 years
|
|
5.69 to 9.84 years
|
Expected volatility
|
|
66%
|
|
66% to 73%
|
|
73% to 130%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Expected forfeitures
|
|
29%
|
|
28% to 29%
|
|
10% to 35%
|
|
|
Year ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Product development
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sales and marketing
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
General and administrative
|
|
2,531
|
|
|
2,978
|
|
|
3,760
|
|
|||
Total
|
|
$
|
2,531
|
|
|
$
|
2,978
|
|
|
$
|
3,760
|
|
|
|
Number of Warrants Outstanding
|
|
Weighted-Average Exercise Price
|
|||
Outstanding as of March 31, 2018
|
|
4,536,857
|
|
|
$
|
1.56
|
|
Issued
|
|
—
|
|
|
—
|
|
|
Exercised
|
|
(484,900
|
)
|
|
1.36
|
|
|
Canceled/Expired
|
|
(412,857
|
)
|
|
3.43
|
|
|
Outstanding as of March 31, 2019
|
|
3,639,100
|
|
|
$
|
1.37
|
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Unvested restricted stock outstanding as of March 31, 2017
|
|
139,318
|
|
|
$
|
1.10
|
|
Granted
|
|
265,138
|
|
|
1.09
|
|
|
Vested
|
|
(271,887
|
)
|
|
1.10
|
|
|
Cancelled
|
|
—
|
|
|
—
|
|
|
Unvested restricted stock outstanding as of March 31, 2018
|
|
132,569
|
|
|
1.09
|
|
|
Granted
|
|
306,655
|
|
|
1.39
|
|
|
Vested
|
|
(285,896
|
)
|
|
1.24
|
|
|
Cancelled
|
|
—
|
|
|
—
|
|
|
Unvested restricted stock outstanding as of March 31, 2019
|
|
153,328
|
|
|
$
|
1.39
|
|
|
|
Years Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Loss from continuing operations, net of taxes
|
|
$
|
(4,302
|
)
|
|
$
|
(19,697
|
)
|
|
$
|
(19,138
|
)
|
Weighted-average common shares outstanding, basic and diluted
|
|
77,440
|
|
|
70,263
|
|
|
66,511
|
|
|||
Basic and diluted net loss per common share
|
|
$
|
(0.06
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.29
|
)
|
Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive
|
|
3,312
|
|
|
2,572
|
|
|
826
|
|
|
|
Year ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current state and local
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
Current non-U.S.
|
|
(63
|
)
|
|
(116
|
)
|
|
(24
|
)
|
|||
Total current
|
|
(63
|
)
|
|
(116
|
)
|
|
(7
|
)
|
|||
Deferred non-U.S.
|
|
532
|
|
|
(835
|
)
|
|
(137
|
)
|
|||
Total deferred
|
|
532
|
|
|
(835
|
)
|
|
(137
|
)
|
|||
Total income tax provision
|
|
$
|
469
|
|
|
$
|
(951
|
)
|
|
$
|
(144
|
)
|
|
|
Year ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Statutory federal income taxes
|
|
$
|
(1,163
|
)
|
|
$
|
(5,750
|
)
|
|
$
|
(8,545
|
)
|
State income taxes, net of federal benefit
|
|
—
|
|
|
—
|
|
|
15
|
|
|||
Non-deductible expenses
|
|
2,074
|
|
|
1,355
|
|
|
(350
|
)
|
|||
Rate change
|
|
—
|
|
|
14,830
|
|
|
(88
|
)
|
|||
Change in uncertain tax liability
|
|
(5
|
)
|
|
(103
|
)
|
|
158
|
|
|||
Change in valuation allowance
|
|
(2,422
|
)
|
|
(10,528
|
)
|
|
8,896
|
|
|||
Return-to-provision adjustments
|
|
1,985
|
|
|
(755
|
)
|
|
(230
|
)
|
|||
Income tax provision / (benefit)
|
|
$
|
469
|
|
|
$
|
(951
|
)
|
|
$
|
(144
|
)
|
|
|
Year ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Deferred income tax assets
|
|
|
|
|
|
|
||||||
Net operating loss carryforward
|
|
$
|
23,471
|
|
|
$
|
25,848
|
|
|
$
|
38,012
|
|
Stock-based compensation
|
|
3,996
|
|
|
3,095
|
|
|
3,806
|
|
|||
Credit carryforwards
|
|
—
|
|
|
—
|
|
|
98
|
|
|||
Other
|
|
1,228
|
|
|
2,732
|
|
|
1,502
|
|
|||
Gross deferred income tax assets
|
|
28,695
|
|
|
31,675
|
|
|
43,418
|
|
|||
Valuation allowance
|
|
(27,972
|
)
|
|
(30,394
|
)
|
|
(40,922
|
)
|
|||
Net deferred income tax assets
|
|
$
|
723
|
|
|
$
|
1,281
|
|
|
$
|
2,496
|
|
Deferred income tax liabilities
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
(678
|
)
|
|
$
|
(680
|
)
|
|
$
|
(1,523
|
)
|
Intangibles and goodwill
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||
Convertible Debt
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|||
Other
|
|
(5
|
)
|
|
(5
|
)
|
|
(318
|
)
|
|||
Net deferred income tax assets / (liabilities)
|
|
$
|
40
|
|
|
$
|
596
|
|
|
$
|
352
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at April 1
|
|
$
|
838
|
|
|
$
|
941
|
|
|
$
|
783
|
|
Additions for tax position of prior years
|
|
—
|
|
|
59
|
|
|
158
|
|
|||
Reductions for tax positions of prior years
|
|
(50
|
)
|
|
(162
|
)
|
|
—
|
|
|||
Balance at March 31
|
|
$
|
788
|
|
|
$
|
838
|
|
|
$
|
941
|
|
|
|
Year ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
|
|
|
|
|
|
||||||
United States and Canada
|
|
$
|
72,898
|
|
|
$
|
40,743
|
|
|
$
|
25,952
|
|
Europe, Middle East, and Africa
|
|
18,606
|
|
|
5,691
|
|
|
3,494
|
|
|||
Asia Pacific and China
|
|
9,324
|
|
|
23,608
|
|
|
9,269
|
|
|||
Mexico, Central America, and South America
|
|
2,741
|
|
|
4,709
|
|
|
1,492
|
|
|||
Consolidated net revenues
|
|
$
|
103,569
|
|
|
$
|
74,751
|
|
|
$
|
40,207
|
|
|
|
|
|
|
|
|
||||||
Property and equipment, net
|
|
|
|
|
|
|
||||||
United States and Canada
|
|
$
|
3,405
|
|
|
$
|
2,701
|
|
|
$
|
1,916
|
|
Europe, Middle East, and Africa
|
|
15
|
|
|
41
|
|
|
73
|
|
|||
Asia Pacific and China
|
|
10
|
|
|
15
|
|
|
17
|
|
|||
Mexico, Central America, and South America
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consolidated property and equipment, net
|
|
$
|
3,430
|
|
|
$
|
2,757
|
|
|
$
|
2,006
|
|
Year ending March 31,
|
|
|
||
2020
|
|
$
|
960
|
|
2021
|
|
867
|
|
|
2022
|
|
884
|
|
|
2023
|
|
901
|
|
|
2024
|
|
698
|
|
|
Thereafter
|
|
322
|
|
|
Total Minimum Lease Payments
|
|
$
|
4,632
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
|
June 30, 2017
|
|||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Net revenues
|
|
$
|
27,192
|
|
|
$
|
30,411
|
|
|
$
|
23,854
|
|
|
$
|
22,112
|
|
|
$
|
20,961
|
|
|
$
|
22,732
|
|
|
$
|
15,905
|
|
|
$
|
15,153
|
|
License fees and revenue share
|
|
15,768
|
|
|
19,195
|
|
|
15,802
|
|
|
15,216
|
|
|
13,623
|
|
|
14,887
|
|
|
9,865
|
|
|
9,592
|
|
||||||||
Other direct cost of revenues
|
|
470
|
|
|
538
|
|
|
508
|
|
|
507
|
|
|
453
|
|
|
437
|
|
|
430
|
|
|
409
|
|
||||||||
Gross profit
|
|
10,954
|
|
|
10,678
|
|
|
7,544
|
|
|
6,389
|
|
|
6,885
|
|
|
7,408
|
|
|
5,610
|
|
|
5,152
|
|
||||||||
Total operating expenses
|
|
9,020
|
|
|
8,222
|
|
|
7,229
|
|
|
7,649
|
|
|
8,224
|
|
|
8,895
|
|
|
7,076
|
|
|
6,669
|
|
||||||||
Loss from operations
|
|
1,934
|
|
|
2,456
|
|
|
315
|
|
|
(1,260
|
)
|
|
(1,339
|
)
|
|
(1,487
|
)
|
|
(1,466
|
)
|
|
(1,517
|
)
|
||||||||
Interest income / (expense), net
|
|
(472
|
)
|
|
(194
|
)
|
|
(135
|
)
|
|
(319
|
)
|
|
(252
|
)
|
|
(446
|
)
|
|
(662
|
)
|
|
(707
|
)
|
||||||||
Foreign exchange transaction gain / (loss)
|
|
(4
|
)
|
|
(2
|
)
|
|
1
|
|
|
8
|
|
|
(87
|
)
|
|
49
|
|
|
(47
|
)
|
|
(63
|
)
|
||||||||
Change in fair value of convertible note embedded derivative liability
|
|
(2,104
|
)
|
|
(1,476
|
)
|
|
952
|
|
|
1,620
|
|
|
(1,249
|
)
|
|
(1,658
|
)
|
|
(3,344
|
)
|
|
(1,308
|
)
|
||||||||
Change in fair value of convertible note embedded derivative liability
|
|
(5,720
|
)
|
|
(1,651
|
)
|
|
926
|
|
|
1,570
|
|
|
(682
|
)
|
|
(898
|
)
|
|
(1,164
|
)
|
|
(464
|
)
|
||||||||
Loss on extinguishment of debt
|
|
(406
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|
—
|
|
|
(619
|
)
|
|
(285
|
)
|
|
(882
|
)
|
|
—
|
|
||||||||
Other income / (expense)
|
|
322
|
|
|
(43
|
)
|
|
1
|
|
|
(127
|
)
|
|
2
|
|
|
(154
|
)
|
|
78
|
|
|
3
|
|
||||||||
Income / (loss) from operations before income taxes
|
|
(6,450
|
)
|
|
(920
|
)
|
|
2,045
|
|
|
1,492
|
|
|
(4,226
|
)
|
|
(4,879
|
)
|
|
(7,487
|
)
|
|
(4,056
|
)
|
||||||||
Income tax provision
|
|
312
|
|
|
216
|
|
|
(23
|
)
|
|
(36
|
)
|
|
(14
|
)
|
|
(84
|
)
|
|
(884
|
)
|
|
31
|
|
||||||||
Net loss from operations, net of taxes
|
|
(6,762
|
)
|
|
(1,136
|
)
|
|
2,068
|
|
|
1,528
|
|
|
(4,212
|
)
|
|
(4,795
|
)
|
|
(6,603
|
)
|
|
(4,087
|
)
|
||||||||
Basic and diluted net income / (loss) per common share from continuing operations
|
|
$
|
(0.09
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.06
|
)
|
Weighted-average common shares outstanding, basic and diluted
|
|
79,404
|
|
|
77,645
|
|
|
77,193
|
|
|
77,645
|
|
|
75,160
|
|
|
72,148
|
|
|
66,846
|
|
|
66,599
|
|
||||||||
Weighted-average common shares outstanding, diluted
|
|
79,404
|
|
|
77,645
|
|
|
78,780
|
|
|
77,645
|
|
|
75,160
|
|
|
75,442
|
|
|
66,846
|
|
|
66,599
|
|
Fiscal Year
|
|
Description
|
|
Balance at Beginning of Period
|
|
Charged to Income Statement
|
|
Charged to Allowance
|
|
Balance at End of Period
|
||||||||
|
|
|
|
(in thousands)
|
||||||||||||||
Trade receivables
|
|
|
|
|
|
|
|
|
|
|
||||||||
2019
|
|
Allowance for doubtful accounts
|
|
$
|
512
|
|
|
$
|
300
|
|
|
$
|
(83
|
)
|
|
$
|
895
|
|
2018
|
|
Allowance for doubtful accounts
|
|
228
|
|
|
530
|
|
|
246
|
|
|
512
|
|
||||
2017
|
|
Allowance for doubtful accounts
|
|
203
|
|
|
294
|
|
|
269
|
|
|
228
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)
|
|
Weighted average exercise price of outstanding options, warrants, and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities
reflected in column (a))
|
||||
Equity compensation plan approved by security holders
|
|
|
|
|
|
|
||||
Amended and Restated 2011 Equity Incentive Plan
|
|
9,128,885
|
|
|
$
|
1.80
|
|
|
8,685,457
|
|
Total
|
|
9,128,885
|
|
|
1.80
|
|
|
8,685,457
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
Consolidated Financial Statements:
|
|
The supplementary financial information required by this Item 8 is set forth in Note 19 of the Notes to the Consolidated Financial Statements under the caption "Supplemental Consolidated Financial Information".
|
|
ITEM 16.
|
10-K SUMMARY
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
3.8
|
|
|
|
|
|
3.9
|
|
|
|
|
|
3.10
|
|
|
|
|
|
3.11
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.1.1
|
|
|
|
|
|
4.1.2
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.2.1
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.2.1
|
|
|
|
|
|
10.2.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.3.1
|
|
|
|
|
|
10.3.2
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.7.1
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.8.1
|
|
|
|
|
|
10.8.2
|
|
|
|
|
|
10.8.3
|
|
|
|
|
|
10.8.4
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.9.1
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.10.1
|
|
|
|
|
|
10.12
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
INS XBRL Instance Document. *
|
|
|
|
101
|
|
SCH XBRL Schema Document. *
|
|
|
|
101
|
|
CAL XBRL Taxonomy Extension Calculation Linkbase Document. *
|
|
|
|
101
|
|
DEF XBRL Taxonomy Extension Definition Linkbase Document. *
|
|
|
|
101
|
|
LAB XBRL Taxonomy Extension Label Linkbase Document. *
|
|
|
|
101
|
|
PRE XBRL Taxonomy Extension Presentation Linkbase Document. *
|
*
|
Filed herewith
|
**
|
The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Digital Turbine Inc under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
|
†
|
Management contract or compensatory plan or arrangement
|
^
|
Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
|
|
|
Digital Turbine, Inc.
|
||
Dated: June 3, 2019
|
|
|
||
|
|
By:
|
|
/s/ William Stone
|
|
|
|
|
William Stone
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert Deutschman
|
|
Chairman of the Board
|
|
June 3, 2019
|
Robert Deutschman
|
|
|
||
|
|
|
|
|
/s/ William Stone
|
|
Chief Executive Officer
(Principal Executive Officer) |
|
June 3, 2019
|
William Stone
|
|
|
||
|
|
|
|
|
/s/ Barrett Garrison
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
June 3, 2019
|
Barrett Garrison
|
|
|
||
|
|
|
|
|
/s/ David Wesch
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
June 3, 2019
|
David Wesch
|
|
|
||
|
|
|
|
|
/s/ Mohan Gyani
|
|
Director
|
|
June 3, 2019
|
Mohan Gyani
|
|
|
||
|
|
|
|
|
/s/ Christopher Rogers
|
|
Director
|
|
June 3, 2019
|
Christopher Rogers
|
|
|
||
|
|
|
|
|
/s/ Jeffrey Karish
|
|
Director
|
|
June 3, 2019
|
Jeffrey Karish
|
|
|
||
|
|
|
|
|
/s/ Paul Schaeffer
|
|
Director
|
|
June 3, 2019
|
Paul Schaeffer
|
|
|
||
|
|
|
|
|
/s/ Roy Chestnutt
|
|
Director
|
|
June 3, 2019
|
Roy Chestnutt
|
|
|
1 Year Digital Turbine Chart |
1 Month Digital Turbine Chart |
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