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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% | 2.16 | 2.13 | 2.17 | 1,208 | 12:47:27 |
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
22-2267658
|
(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)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, Par Value $0.0001 Per Share
|
APPS
|
The Nasdaq Stock Market LLC
|
|
|
(NASDAQ Capital Market)
|
Large Accelerated Filer
|
¨
|
Accelerated Filer
|
ý
|
|
|
|
|
Non-accelerated Filer
|
¨
|
Smaller Reporting Company
|
¨
|
|
|
|
|
Emerging Growth Company
|
¨
|
|
|
|
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
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Item 2.
|
||
|
|
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Item 3.
|
||
|
|
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Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1 (A).
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
|
||
|
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash
|
|
$
|
16,222
|
|
|
$
|
10,894
|
|
Restricted cash
|
|
165
|
|
|
165
|
|
||
Accounts receivable, net of allowances of $961 and $895, respectively
|
|
22,733
|
|
|
22,707
|
|
||
Prepaid expenses and other current assets
|
|
1,511
|
|
|
1,331
|
|
||
Current assets held for disposal
|
|
1,817
|
|
|
2,026
|
|
||
Total current assets
|
|
42,448
|
|
|
37,123
|
|
||
Property and equipment, net
|
|
3,748
|
|
|
3,430
|
|
||
Right-of-use assets
|
|
2,168
|
|
|
—
|
|
||
Deferred tax assets
|
|
85
|
|
|
40
|
|
||
Goodwill
|
|
42,268
|
|
|
42,268
|
|
||
TOTAL ASSETS
|
|
$
|
90,717
|
|
|
$
|
82,861
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
18,916
|
|
|
$
|
14,912
|
|
Accrued license fees and revenue share
|
|
12,833
|
|
|
16,205
|
|
||
Accrued compensation
|
|
1,456
|
|
|
2,441
|
|
||
Other current liabilities
|
|
1,922
|
|
|
826
|
|
||
Current liabilities held for disposal
|
|
3,654
|
|
|
3,924
|
|
||
Total current liabilities
|
|
38,781
|
|
|
38,308
|
|
||
Warrant liability
|
|
12,525
|
|
|
8,013
|
|
||
Other non-current liabilities
|
|
2,178
|
|
|
182
|
|
||
Total liabilities
|
|
53,484
|
|
|
46,503
|
|
||
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; 83,222,158 issued and 82,487,702 outstanding at June 30, 2019; 82,354,940 issued and 81,620,484 outstanding at March 31, 2019
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
335,389
|
|
|
332,793
|
|
||
Treasury stock (754,599 shares at June 30, 2019 and March 31, 2019)
|
|
(71
|
)
|
|
(71
|
)
|
||
Accumulated other comprehensive income / (loss)
|
|
(258
|
)
|
|
(356
|
)
|
||
Accumulated deficit
|
|
(297,937
|
)
|
|
(296,118
|
)
|
||
Total stockholders' equity
|
|
37,233
|
|
|
36,358
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
90,717
|
|
|
$
|
82,861
|
|
|
|
Three months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Net revenues
|
|
$
|
30,553
|
|
|
$
|
22,112
|
|
Cost of revenues
|
|
|
|
|
||||
License fees and revenue share
|
|
18,275
|
|
|
15,216
|
|
||
Other direct costs of revenues
|
|
278
|
|
|
507
|
|
||
Total cost of revenues
|
|
18,553
|
|
|
15,723
|
|
||
Gross profit
|
|
12,000
|
|
|
6,389
|
|
||
Operating expenses
|
|
|
|
|
||||
Product development
|
|
2,794
|
|
|
3,109
|
|
||
Sales and marketing
|
|
2,278
|
|
|
1,836
|
|
||
General and administrative
|
|
3,888
|
|
|
2,704
|
|
||
Total operating expenses
|
|
8,960
|
|
|
7,649
|
|
||
Income / (loss) from operations
|
|
3,040
|
|
|
(1,260
|
)
|
||
Interest and other income / (expense), net
|
|
|
|
|
||||
Interest expense
|
|
—
|
|
|
(319
|
)
|
||
Foreign exchange transaction gain / (loss)
|
|
(1
|
)
|
|
8
|
|
||
Change in fair value of convertible note embedded derivative liability
|
|
—
|
|
|
1,620
|
|
||
Change in fair value of warrant liability
|
|
(5,226
|
)
|
|
1,570
|
|
||
Other income / (expense)
|
|
409
|
|
|
(127
|
)
|
||
Total interest and other income / (expense), net
|
|
(4,818
|
)
|
|
2,752
|
|
||
Income / (loss) from continuing operations before income taxes
|
|
(1,778
|
)
|
|
1,492
|
|
||
Income tax benefit
|
|
(107
|
)
|
|
(36
|
)
|
||
Income / (loss) from continuing operations, net of taxes
|
|
(1,671
|
)
|
|
1,528
|
|
||
Loss from discontinued operations
|
|
(148
|
)
|
|
(1,044
|
)
|
||
Net loss from discontinued operations, net of taxes
|
|
(148
|
)
|
|
(1,044
|
)
|
||
Net income / (loss)
|
|
$
|
(1,819
|
)
|
|
$
|
484
|
|
Other comprehensive income / (loss)
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
98
|
|
|
—
|
|
||
Comprehensive income / (loss)
|
|
$
|
(1,721
|
)
|
|
$
|
484
|
|
Basic and diluted net income / (loss) per common share
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
Discontinued operations
|
|
—
|
|
|
(0.01
|
)
|
||
Net income / (loss)
|
|
$
|
(0.02
|
)
|
|
$
|
0.01
|
|
Weighted-average common shares outstanding, basic
|
|
81,814
|
|
|
76,204
|
|
||
Weighted-average common shares outstanding, diluted
|
|
81,814
|
|
|
79,598
|
|
|
|
Three months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net income / (loss) from continuing operations, net of taxes
|
|
$
|
(1,671
|
)
|
|
$
|
1,528
|
|
Adjustments to reconcile net income / (loss) from continuing operations to net cash provided by / (used in) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
462
|
|
|
729
|
|
||
Change in allowance for doubtful accounts
|
|
66
|
|
|
278
|
|
||
Non-cash interest expense
|
|
—
|
|
|
161
|
|
||
Stock-based compensation
|
|
560
|
|
|
463
|
|
||
Stock-based compensation for services rendered
|
|
122
|
|
|
85
|
|
||
Change in fair value of convertible note embedded derivative liability
|
|
—
|
|
|
(1,620
|
)
|
||
Change in fair value of warrant liability
|
|
5,226
|
|
|
(1,570
|
)
|
||
(Increase) / decrease in assets:
|
|
|
|
|
||||
Accounts receivable
|
|
(92
|
)
|
|
(2,574
|
)
|
||
Deferred tax assets
|
|
(45
|
)
|
|
(36
|
)
|
||
Prepaid expenses and other current assets
|
|
(151
|
)
|
|
(52
|
)
|
||
Right-of-use assets
|
|
(2,168
|
)
|
|
—
|
|
||
Increase / (decrease) in liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
3,982
|
|
|
(1,603
|
)
|
||
Accrued license fees and revenue share
|
|
(3,347
|
)
|
|
3,259
|
|
||
Accrued compensation
|
|
(993
|
)
|
|
(1,781
|
)
|
||
Other current liabilities
|
|
1,096
|
|
|
344
|
|
||
Other non-current liabilities
|
|
1,997
|
|
|
(6
|
)
|
||
Net cash provided by / (used in) operating activities - continuing operations
|
|
5,044
|
|
|
(2,395
|
)
|
||
Net cash used in operating activities - discontinued operations
|
|
(230
|
)
|
|
(1,224
|
)
|
||
Net cash provided by / (used in) operating activities
|
|
4,814
|
|
|
(3,619
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(783
|
)
|
|
(411
|
)
|
||
Net cash used in investing activities - continuing operations
|
|
(783
|
)
|
|
(411
|
)
|
||
Net cash used in investing activities - discontinued operations
|
|
—
|
|
|
(41
|
)
|
||
Net cash used in investing activities
|
|
(783
|
)
|
|
(452
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Options and warrants exercised
|
|
1,199
|
|
|
39
|
|
||
Repayment of debt obligations
|
|
—
|
|
|
(50
|
)
|
||
Net cash provided by / (used in) financing activities
|
|
1,199
|
|
|
(11
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
98
|
|
|
—
|
|
||
|
|
|
|
|
||||
Net change in cash
|
|
5,328
|
|
|
(4,082
|
)
|
||
|
|
|
|
|
||||
Cash and restricted cash, beginning of year
|
|
11,059
|
|
|
13,051
|
|
||
|
|
|
|
|
||||
Cash and restricted cash, end of year
|
|
$
|
16,387
|
|
|
$
|
8,969
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||
Interest paid
|
|
$
|
—
|
|
|
$
|
26
|
|
|
|
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, 2018
|
|
76,108,823
|
|
|
10
|
|
|
100,000
|
|
|
100
|
|
|
754,599
|
|
|
(71
|
)
|
|
318,066
|
|
|
(325
|
)
|
|
(290,108
|
)
|
|
27,672
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
484
|
|
|
484
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
Stock-based compensation for services rendered
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
Options exercised
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
Balance at June 30, 2018
|
|
76,158,823
|
|
|
10
|
|
|
100,000
|
|
|
100
|
|
|
754,599
|
|
|
(71
|
)
|
|
318,690
|
|
|
(325
|
)
|
|
(289,624
|
)
|
|
28,780
|
|
|
|
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, 2019
|
|
81,620,485
|
|
|
10
|
|
|
100,000
|
|
|
100
|
|
|
754,599
|
|
|
(71
|
)
|
|
332,793
|
|
|
(356
|
)
|
|
(296,118
|
)
|
|
36,358
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,819
|
)
|
|
(1,819
|
)
|
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
Settlement of warrant derivative liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
715
|
|
|
—
|
|
|
—
|
|
|
715
|
|
Stock-based compensation
|
|
38,759
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|
—
|
|
|
—
|
|
|
560
|
|
Stock-based compensation for services rendered
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
Options exercised
|
|
616,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
910
|
|
|
—
|
|
|
—
|
|
|
910
|
|
Warrants exercised
|
|
212,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
289
|
|
Balance at June 30, 2019
|
|
82,487,702
|
|
|
10
|
|
|
100,000
|
|
|
100
|
|
|
754,599
|
|
|
(71
|
)
|
|
335,389
|
|
|
(258
|
)
|
|
(297,937
|
)
|
|
37,233
|
|
•
|
Ignite™ ("Ignite"), a software platform with targeted media delivery and management capabilities, and
|
•
|
Other recurring and life-cycle products, features, and professional services delivered on the Ignite platform.
|
•
|
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.
|
|
|
Three months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Net revenues
|
|
$
|
—
|
|
|
$
|
3,870
|
|
Total cost of revenues
|
|
—
|
|
|
3,074
|
|
||
Gross profit
|
|
—
|
|
|
796
|
|
||
Product development
|
|
33
|
|
|
571
|
|
||
Sales and marketing
|
|
—
|
|
|
227
|
|
||
General and administrative
|
|
62
|
|
|
910
|
|
||
Loss from operations
|
|
(95
|
)
|
|
(912
|
)
|
||
Interest and other income / (expense), net
|
|
(53
|
)
|
|
(132
|
)
|
||
Loss from discontinued operations before income taxes
|
|
(148
|
)
|
|
(1,044
|
)
|
||
Loss from discontinued operations, net of taxes
|
|
$
|
(148
|
)
|
|
$
|
(1,044
|
)
|
Comprehensive loss
|
|
$
|
(148
|
)
|
|
$
|
(1,044
|
)
|
Basic and diluted net loss per common share
|
|
—
|
|
|
(0.01
|
)
|
||
Weighted-average common shares outstanding, basic and diluted
|
|
81,814
|
|
|
76,204
|
|
|
|
Three months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss from discontinued operations, net of taxes
|
|
$
|
(148
|
)
|
|
$
|
(1,044
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
19
|
|
|
155
|
|
||
Change in allowance for doubtful accounts
|
|
(30
|
)
|
|
(310
|
)
|
||
Loss on disposal of fixed assets
|
|
103
|
|
|
—
|
|
||
Stock-based compensation
|
|
—
|
|
|
37
|
|
||
(Increase) / decrease in assets:
|
|
|
|
|
||||
Accounts receivable
|
|
100
|
|
|
4,533
|
|
||
Goodwill
|
|
—
|
|
|
309
|
|
||
Prepaid expenses and other current assets
|
|
—
|
|
|
(214
|
)
|
||
Increase / (decrease) in liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
(155
|
)
|
|
(4,265
|
)
|
||
Accrued license fees and revenue share
|
|
(96
|
)
|
|
(613
|
)
|
||
Accrued compensation
|
|
(20
|
)
|
|
330
|
|
||
Other current liabilities
|
|
(3
|
)
|
|
(142
|
)
|
||
Cash used in operating activities
|
|
(230
|
)
|
|
(1,224
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
—
|
|
|
(41
|
)
|
||
Cash used in investing activities
|
|
—
|
|
|
(41
|
)
|
||
|
|
|
|
|
||||
Cash used in discontinued operations
|
|
$
|
(230
|
)
|
|
$
|
(1,265
|
)
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
(Unaudited)
|
|
|
||||
Billed
|
|
$
|
12,245
|
|
|
$
|
11,833
|
|
Unbilled
|
|
11,449
|
|
|
11,769
|
|
||
Allowance for doubtful accounts
|
|
(961
|
)
|
|
(895
|
)
|
||
Accounts receivable, net
|
|
$
|
22,733
|
|
|
$
|
22,707
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
(Unaudited)
|
|
|
||||
Computer-related equipment
|
|
$
|
7,525
|
|
|
$
|
7,077
|
|
Furniture and fixtures
|
|
239
|
|
|
223
|
|
||
Leasehold improvements
|
|
607
|
|
|
558
|
|
||
Property and equipment, gross
|
|
8,371
|
|
|
7,858
|
|
||
Accumulated depreciation
|
|
(4,623
|
)
|
|
(4,428
|
)
|
||
Property and equipment, net
|
|
$
|
3,748
|
|
|
$
|
3,430
|
|
|
|
June 30, 2019
|
||
|
|
(Unaudited)
|
||
Remainder of fiscal year 2020
|
|
$
|
505
|
|
Fiscal year 2021
|
|
688
|
|
|
Fiscal year 2022
|
|
706
|
|
|
Fiscal year 2023
|
|
723
|
|
|
Fiscal year 2024
|
|
520
|
|
|
Thereafter
|
|
203
|
|
|
Total undiscounted cash flows
|
|
3,345
|
|
|
(Less imputed interest)
|
|
(518
|
)
|
|
Present value of lease liabilities
|
|
$
|
2,827
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of June 30, 2019
|
||||||||
|
|
|
|
|
|
|
|
(Unaudited)
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
|
—
|
|
|
—
|
|
|
12,525
|
|
|
12,525
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,525
|
|
|
$
|
12,525
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of March 31, 2019
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
|
—
|
|
|
—
|
|
|
8,013
|
|
|
8,013
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,013
|
|
|
$
|
8,013
|
|
|
|
Level 3
|
||
Balance at March 31, 2019
|
|
$
|
8,013
|
|
Change in fair value of warrant liability
|
|
5,226
|
|
|
De-recognition on exercises
|
|
(714
|
)
|
|
Balance at June 30, 2019
|
|
$
|
12,525
|
|
|
|
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, 2019
|
|
9,128,885
|
|
|
$
|
1.80
|
|
|
7.31
|
|
$
|
16,347
|
|
Granted
|
|
1,411,750
|
|
|
3.86
|
|
|
|
|
|
|||
Forfeited / Cancelled
|
|
(300,420
|
)
|
|
1.65
|
|
|
|
|
|
|||
Exercised
|
|
(616,208
|
)
|
|
1.48
|
|
|
|
|
|
|||
Options Outstanding, June 30, 2019
|
|
9,624,007
|
|
|
2.13
|
|
|
7.42
|
|
27,644
|
|
||
Vested and expected to vest (net of estimated forfeitures) at June 30, 2019 (a)
|
|
8,379,539
|
|
|
2.10
|
|
|
7.20
|
|
24,346
|
|
||
Exercisable, June 30, 2019
|
|
5,507,764
|
|
|
$
|
2.10
|
|
|
6.52
|
|
$
|
16,023
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Price
|
|
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
|
|
|
0.74
|
|
6,204
|
|
|
$
|
0.24
|
|
$0.51 - 1.00
|
|
2,003,836
|
|
|
$
|
0.73
|
|
|
7.25
|
|
1,069,970
|
|
|
$
|
0.72
|
|
$1.01 - 1.50
|
|
2,339,589
|
|
|
$
|
1.29
|
|
|
7.04
|
|
1,668,139
|
|
|
$
|
1.27
|
|
$1.51 - 2.00
|
|
1,239,097
|
|
|
$
|
1.66
|
|
|
8.63
|
|
499,602
|
|
|
$
|
1.63
|
|
$2.01 - 2.50
|
|
655,392
|
|
|
$
|
2.21
|
|
|
8.71
|
|
229,680
|
|
|
$
|
2.17
|
|
$2.51 - 3.00
|
|
690,100
|
|
|
$
|
2.61
|
|
|
4.96
|
|
690,100
|
|
|
$
|
2.61
|
|
$3.51 - 4.00
|
|
2,034,789
|
|
|
$
|
3.89
|
|
|
8.42
|
|
689,069
|
|
|
$
|
3.95
|
|
$4.01 - 4.50
|
|
545,000
|
|
|
$
|
4.14
|
|
|
5.34
|
|
545,000
|
|
|
$
|
4.14
|
|
$4.51 - 5.00
|
|
60,000
|
|
|
$
|
4.65
|
|
|
3.74
|
|
60,000
|
|
|
$
|
4.65
|
|
$5.01 and over
|
|
50,000
|
|
|
$
|
5.89
|
|
|
5.20
|
|
50,000
|
|
|
$
|
5.89
|
|
|
|
9,624,007
|
|
|
2.13
|
|
|
7.42
|
|
5,507,764
|
|
|
2.10
|
|
|
|
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Total fair value of options vested
|
|
$
|
394
|
|
|
$
|
404
|
|
Total intrinsic value of options exercised (a)
|
|
$
|
1,925
|
|
|
$
|
115
|
|
|
|
June 30, 2019
|
Risk-free interest rate
|
|
1.95% to 2.25%
|
Expected life of the options
|
|
5.52 to 9.89 years
|
Expected volatility
|
|
66%
|
Expected dividend yield
|
|
—%
|
Expected forfeitures
|
|
29%
|
|
|
Number of Warrants Outstanding
|
|
Weighted-Average Exercise Price
|
||
Outstanding as of March 31, 2019
|
|
3,639,100
|
|
|
1.37
|
|
Exercised
|
|
(212,250
|
)
|
|
1.36
|
|
Outstanding as of June 30, 2019
|
|
3,426,850
|
|
|
1.37
|
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
||
Unvested restricted stock outstanding as of March 31, 2019
|
|
153,328
|
|
|
1.39
|
|
Vested
|
|
(76,664
|
)
|
|
1.39
|
|
Unvested restricted stock outstanding as of June 30, 2019
|
|
76,664
|
|
|
1.39
|
|
|
|
Three months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Income / (loss) from continuing operations, net of taxes
|
|
$
|
(1,671
|
)
|
|
$
|
1,528
|
|
Weighted-average common shares outstanding, basic
|
|
81,814
|
|
|
76,204
|
|
||
Weighted-average common shares outstanding, diluted
|
|
81,814
|
|
|
79,598
|
|
||
Basic and diluted net income / (loss) per common share
|
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
Common stock equivalents included in net income per diluted share
|
|
—
|
|
|
3,394
|
|
||
Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive
|
|
6,844
|
|
|
—
|
|
|
|
Three months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Unaudited)
|
||||||
Net revenues
|
|
|
|
|
||||
United States and Canada
|
|
$
|
21,355
|
|
|
$
|
15,778
|
|
Europe, Middle East, and Africa
|
|
7,095
|
|
|
3,838
|
|
||
Asia Pacific and China
|
|
1,902
|
|
|
2,004
|
|
||
Mexico, Central America, and South America
|
|
201
|
|
|
492
|
|
||
Consolidated net revenues
|
|
$
|
30,553
|
|
|
$
|
22,112
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Ignite™ ("Ignite"), a software platform with targeted media delivery and management capabilities, and
|
•
|
Other recurring and life-cycle products, features, and professional services delivered on the Ignite platform.
|
|
|
Three months ended June 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% of Change
|
|||||
|
|
(in thousands, except per share amounts)
|
|
|
|||||||
Net revenues
|
|
$
|
30,553
|
|
|
$
|
22,112
|
|
|
38.2
|
%
|
License fees and revenue share
|
|
18,275
|
|
|
15,216
|
|
|
20.1
|
%
|
||
Other direct costs of revenues
|
|
278
|
|
|
507
|
|
|
(45.2
|
)%
|
||
Gross profit
|
|
12,000
|
|
|
6,389
|
|
|
87.8
|
%
|
||
Total operating expenses
|
|
8,960
|
|
|
7,649
|
|
|
17.1
|
%
|
||
Income / (loss) from operations
|
|
3,040
|
|
|
(1,260
|
)
|
|
(341.3
|
)%
|
||
Interest expense
|
|
—
|
|
|
(319
|
)
|
|
(100.0
|
)%
|
||
Foreign exchange transaction gain / (loss)
|
|
(1
|
)
|
|
8
|
|
|
(112.5
|
)%
|
||
Change in fair value of convertible note embedded derivative liability
|
|
—
|
|
|
1,620
|
|
|
(100.0
|
)%
|
||
Change in fair value of warrant liability
|
|
(5,226
|
)
|
|
1,570
|
|
|
(432.9
|
)%
|
||
Other income / (expense)
|
|
409
|
|
|
(127
|
)
|
|
(422.0
|
)%
|
||
Income / (loss) from continuing operations before income taxes
|
|
(1,778
|
)
|
|
1,492
|
|
|
(219.2
|
)%
|
||
Income tax benefit
|
|
(107
|
)
|
|
(36
|
)
|
|
197.2
|
%
|
||
Income / (loss) from continuing operations, net of taxes
|
|
(1,671
|
)
|
|
1,528
|
|
|
(209.4
|
)%
|
||
Net income / (loss)
|
|
$
|
(1,819
|
)
|
|
$
|
484
|
|
|
(475.8
|
)%
|
Basic and diluted net income / (loss) per common share
|
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
|
(200.0
|
)%
|
Weighted-average common shares outstanding, basic
|
|
81,814
|
|
|
76,204
|
|
|
7.4
|
%
|
||
Weighted-average common shares outstanding, diluted
|
|
81,814
|
|
|
79,598
|
|
|
2.8
|
%
|
|
|
Three months ended June 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% of Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Product development
|
|
$
|
2,794
|
|
|
$
|
3,109
|
|
|
(10.1
|
)%
|
Sales and marketing
|
|
2,278
|
|
|
1,836
|
|
|
24.1
|
%
|
||
General and administrative
|
|
3,888
|
|
|
2,704
|
|
|
43.8
|
%
|
||
Total operating expenses
|
|
$
|
8,960
|
|
|
$
|
7,649
|
|
|
17.1
|
%
|
|
|
Three months ended June 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% of Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Interest expense
|
|
$
|
—
|
|
|
$
|
(319
|
)
|
|
(100.0
|
)%
|
Foreign exchange transaction gain / (loss)
|
|
(1
|
)
|
|
8
|
|
|
(112.5
|
)%
|
||
Change in fair value of convertible note embedded derivative liability
|
|
—
|
|
|
1,620
|
|
|
(100.0
|
)%
|
||
Change in fair value of warrant liability
|
|
(5,226
|
)
|
|
1,570
|
|
|
(432.9
|
)%
|
||
Other income / (expense)
|
|
409
|
|
|
(127
|
)
|
|
(422.0
|
)%
|
||
Total interest and other income / (expense), net
|
|
$
|
(4,818
|
)
|
|
$
|
2,752
|
|
|
(275.1
|
)%
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
(unaudited)
|
|
|
||||
|
|
(in thousands)
|
||||||
Cash
|
|
|
|
|
||||
Cash
|
|
$
|
16,222
|
|
|
$
|
10,894
|
|
Restricted cash
|
|
165
|
|
|
165
|
|
||
Total cash and restricted cash
|
|
16,387
|
|
|
11,059
|
|
||
|
|
|
|
|
||||
Working capital
(1)
|
|
|
|
|
||||
Current assets
|
|
$
|
40,631
|
|
|
$
|
35,097
|
|
Current liabilities
|
|
35,127
|
|
|
34,384
|
|
||
Working capital
(1)
|
|
$
|
5,504
|
|
|
$
|
713
|
|
|
|
Three months ended June 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% of Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Consolidated statement of cash flows data:
|
|
|
|
|
|
|
|||||
Net cash provided by / (used in) operating activities - continuing operations
|
|
$
|
5,044
|
|
|
$
|
(2,395
|
)
|
|
310.6
|
%
|
Capital expenditures
|
|
(783
|
)
|
|
(411
|
)
|
|
90.5
|
%
|
||
Options and warrants exercised
|
|
1,199
|
|
|
39
|
|
|
2,974.4
|
%
|
||
Repayment of debt obligations
|
|
—
|
|
|
(50
|
)
|
|
(100.0
|
)%
|
||
Effect of exchange rate changes on cash
|
|
98
|
|
|
—
|
|
|
100.0
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Within the Next 12 Months
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than 5 Years
|
||||||||||
Contractual cash obligations
|
|
(in thousands)
|
||||||||||||||||||
Operating leases (a)
|
|
4,318
|
|
|
861
|
|
|
1,759
|
|
|
1,497
|
|
|
201
|
|
|||||
Interest and bank fees
|
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Uncertain tax positions (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$
|
4,359
|
|
|
$
|
902
|
|
|
$
|
1,759
|
|
|
$
|
1,497
|
|
|
$
|
201
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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.
|
†
|
Management contract or compensatory plan or arrangement.
|
††
|
Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act. In accordance with Rule 406, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission.
|
+
|
In accordance with SEC Release No. 33-8212, these exhibits are being furnished, and are not being filed, as part of the Report on Form 10-Q or as a separate disclosure document, and are not being incorporated by reference into any Securities Act registration statement.
|
|
|
Digital Turbine, Inc.
|
||
Dated: August 5, 2019
|
|
|
||
|
|
By:
|
|
/s/ William Stone
|
|
|
|
|
William Stone
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
Digital Turbine, Inc.
|
||
Dated: August 5, 2019
|
|
|
||
|
|
By:
|
|
/s/ Barrett Garrison
|
|
|
|
|
Barrett Garrison
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
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