Guarantor and Non-Guarantor Financial Statements | Guarantor and Non-Guarantor Financial Statements On September 28, 2016, the Company sold to the Initial Purchaser, $16,000 principal amount of 8.75% convertible notes maturing on September 23, 2020, unless converted, repurchased or redeemed in accordance with their terms prior to such date. The Notes were issued under the Indenture, between Digital Turbine, Inc., US Bank National Association, as trustee, and certain wholly-owned subsidiaries of the Company, specifically Digital Turbine, Inc. as the parent Company, DT USA, DT Media, and DT APAC. Given the Notes are unconditionally guaranteed as to the payment of principal, premium, if any, and interest on a senior unsecured basis by the wholly-owned subsidiaries of the Company, the Company is required by SEC Reg S-X 210.3-10 to include, in a footnote, condensed consolidating financial information for the same periods with a separate column for: • The parent company; • The subsidiary guarantors on a combined basis; • Any other subsidiaries of the parent company on a combined basis; • Consolidating adjustments; and • The total consolidated amounts. The following consolidated financial information and condensed consolidated financial information include: (1) Condensed consolidated balance sheets as of September 30, 2016 and March 31, 2016 ; consolidated statements of operations for the three and six months ended September 30, 2016 and 2015 ; and condensed consolidated statements of cash flows for the six months ended September 30, 2016 and 2015 of (a) Digital Turbine, Inc. as the parent, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries, and (d) Digital Turbine, Inc. on a consolidated basis; and (2) Elimination entries necessary to consolidate Digital Turbine, Inc., as the parent, with its guarantor and non-guarantor subsidiaries. Digital Turbine, Inc. owns 100% of all of the guarantor subsidiaries, and as a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for these subsidiaries as of and for the three and six months ended September 30, 2016 or 2015 . Condensed Consolidated Balance Sheet as of September 30, 2016 (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total ASSETS Current assets Cash and cash equivalents $ 3,546 $ 5,815 $ 55 $ — $ 9,416 Restricted cash — 321 — — 321 Accounts receivable, net of allowances of $471 7 17,035 435 — 17,477 Deposits — 116 36 — 152 Prepaid expenses and other current assets 380 130 5 — 515 Total current assets 3,933 23,417 531 — 27,881 Property and equipment, net 69 2,333 60 — 2,462 Cost method investment — 999 — — 999 Deferred tax assets 401 — — — 401 Intangible assets, net 1 5,475 3,253 — 8,729 Goodwill — 75,621 1,000 — 76,621 TOTAL ASSETS 4,404 107,845 4,844 — 117,093 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable 1,488 18,559 24 — 20,071 Accrued license fees and revenue share — 8,330 283 — 8,613 Accrued compensation 38 1,035 — — 1,073 Other current liabilities 1,606 789 (735 ) — 1,660 Total current liabilities 3,132 28,713 (428 ) — 31,417 Convertible notes, net of debt issuance costs and discounts of $6,616 9,384 — — — 9,384 Convertible note embedded derivative liability 4,123 — — — 4,123 Warrant liability 1,363 — — — 1,363 Other non-current liabilities 835 — — — 835 Total liabilities 18,837 28,713 (428 ) — 47,122 Stockholders' equity Preferred stock Series A convertible preferred stock at $0.0001 par value; 100 — — — 100 Common stock $0.0001 par value: 200,000,000 shares authorized; 8 — — — 8 Additional paid-in capital 297,929 — — — 297,929 Treasury stock (754,599 shares at September 30, 2016) (71 ) — — — (71 ) Accumulated other comprehensive loss 16 (583 ) 312 — (255 ) Accumulated deficit (186,766 ) (38,742 ) (2,232 ) — (227,740 ) Total stockholders' equity 111,216 (39,325 ) (1,920 ) — 69,971 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 130,053 $ (10,612 ) $ (2,348 ) $ — $ 117,093 Condensed Consolidated Balance Sheet as of March 31, 2016 (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total ASSETS Current assets Cash and cash equivalents 6,712 4,466 53 — 11,231 Restricted cash — — — — Accounts receivable, net of allowances of $464 24 17,369 126 — 17,519 Deposits — 133 80 — 213 Prepaid expenses and other current assets 331 239 13 — 583 Total current assets 7,067 22,207 272 29,546 Property and equipment, net 53 1,690 41 — 1,784 Cost method investment — 999 — — 999 Deferred tax assets 500 — — — 500 Intangible assets, net — 8,660 3,830 — 12,490 Goodwill — 70,377 6,244 — 76,621 TOTAL ASSETS 7,620 103,933 10,387 — 121,940 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable 1,255 14,002 43 — 15,300 Accrued license fees and revenue share — 9,549 73 — 9,622 Accrued compensation (544 ) 1,800 97 — 1,353 Short-term debt, net of debt issuance costs and discounts of $568 7,432 3,000 — — 10,432 Deferred tax liabilities — — — — Other current liabilities 152 737 1,258 — 2,147 Total current liabilities 8,295 29,088 1,471 — 38,854 Other non-current liabilities 815 — — — 815 Total liabilities 9,110 29,088 1,471 — 39,669 Stockholders' equity Preferred stock Series A convertible preferred stock at $0.0001 par value; 100 — — — 100 Common stock $0.0001 par value: 200,000,000 shares authorized; 8 — — — 8 Additional paid-in capital 295,423 — — — 295,423 Treasury stock (754,599 shares at March 31, 2016) (71 ) — — (71 ) Accumulated other comprehensive loss 26 (440 ) 212 — (202 ) Accumulated deficit (179,131 ) (31,231 ) (2,625 ) — (212,987 ) Total stockholders' equity 116,355 (31,671 ) (2,413 ) — 82,271 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 125,465 (2,583 ) (942 ) — 121,940 Consolidated Statement of Operations and Comprehensive Loss for the three months ended September 30, 2016 (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net revenues — 30,338 462 (7,968 ) 22,832 Cost of revenues License fees and revenue share — 25,547 218 (7,968 ) 17,797 Other direct cost of revenues — 1,594 288 — 1,882 Total cost of revenues — 27,141 506 (7,968 ) 19,679 Gross profit — 3,197 (44 ) — 3,153 Operating expenses Product development 9 3,079 29 — 3,117 Sales and marketing 42 1,480 6 — 1,528 General and administrative 3,083 1,704 28 — 4,815 Total operating expenses 3,134 6,263 63 — 9,460 Income / (loss) from operations (3,134 ) (3,066 ) (107 ) — (6,307 ) Interest and other expense, net Interest expense, net (6 ) (616 ) — — (622 ) Foreign exchange transaction loss — (1 ) — (1 ) Change in fair value of convertible note embedded derivative liability (430 ) — — — (430 ) Change in fair value of warrant liability (140 ) — — — (140 ) Loss on extinguishment of debt (293 ) — — — (293 ) Other income 14 1 — — 15 Total interest and other expense, net (855 ) (616 ) — — (1,471 ) Income / (loss) from operations before income taxes (3,989 ) (3,682 ) (107 ) — (7,778 ) Income tax benefit (437 ) — — — (437 ) Net gain / (loss) (3,552 ) (3,682 ) (107 ) — (7,341 ) Other comprehensive income / (loss) Foreign currency translation adjustment (80 ) — — — (80 ) Comprehensive income / (loss) (3,632 ) (3,682 ) (107 ) — (7,421 ) Consolidated Statement of Operations and Comprehensive Loss for the six months ended September 30, 2016 (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net revenues — 59,942 580 (13,651 ) 46,871 Cost of revenues License fees and revenue share — 50,424 248 (13,651 ) 37,021 Other direct cost of revenues — 3,185 577 — 3,762 Total cost of revenues — 53,609 825 (13,651 ) 40,783 Gross profit — 6,333 (245 ) — 6,088 Operating expenses Product development 9 5,885 58 — 5,952 Sales and marketing 82 2,910 (20 ) — 2,972 General and administrative 7,094 3,072 (246 ) — 9,920 Total operating expenses 7,185 11,867 (208 ) — 18,844 Income / (loss) from operations (7,185 ) (5,534 ) (37 ) — (12,756 ) Interest and other expense, net Interest expense, net (6 ) (1,298 ) — — (1,304 ) Foreign exchange transaction loss — (2 ) (2 ) — (4 ) Change in fair value of convertible note embedded derivative liability (430 ) — — — (430 ) Change in fair value of warrant liability (140 ) — — — (140 ) Loss on extinguishment of debt (293 ) — — — (293 ) Other income 31 2 — — 33 Total interest and other expense, net (838 ) (1,298 ) (2 ) — (2,138 ) Income / (loss) from operations before income taxes (8,023 ) (6,832 ) (39 ) — (14,894 ) Income tax benefit (141 ) — — — (141 ) Net income / (loss) (7,882 ) (6,832 ) (39 ) — (14,753 ) Other comprehensive income / (loss) Foreign currency translation adjustment (53 ) — — — (53 ) Comprehensive income / (loss) (7,935 ) (6,832 ) (39 ) — (14,806 ) Consolidated Statement of Operations and Comprehensive Loss for the three months ended September 30, 2015 (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net revenues — 23,808 52 (3,126 ) 20,734 Cost of revenues License fees and revenue share — 19,208 17 (3,126 ) 16,099 Other direct cost of revenues — 4,056 502 — 4,558 Total cost of revenues — 23,264 519 (3,126 ) 20,657 Gross profit — 544 (467 ) — 77 Operating expenses Product development (560 ) 2,803 163 — 2,406 Sales and marketing (206 ) 1,628 46 — 1,468 General and administrative 2,338 1,872 137 — 4,347 Total operating expenses 1,571 6,303 346 — 8,221 Loss from operations (1,571 ) (5,759 ) (813 ) — (8,144 ) Interest and other expense, net Interest expense, net — (405 ) — — (405 ) Foreign exchange transaction loss (1 ) (12 ) — — (13 ) Other income 10 (97 ) 98 — 11 Total interest and other expense, net 9 (514 ) 98 — (407 ) Loss from operations before income taxes (1,562 ) (6,273 ) (715 ) — (8,551 ) Income tax provision / (benefit) (229 ) — — — (229 ) Net loss (1,333 ) (6,273 ) (715 ) — (8,322 ) Other comprehensive income / (loss) Foreign currency translation adjustment 111 — — — 111 Comprehensive loss (1,222 ) (6,273 ) (715 ) — (8,211 ) Consolidated Statement of Operations and Comprehensive Loss for the six months ended September 30, 2015 (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net revenues — 44,586 134 (5,300 ) 39,420 Cost of revenues License fees and revenue share — 35,579 41 (5,300 ) 30,320 Other direct cost of revenues — 6,165 584 6,749 Total cost of revenues — 41,744 625 (5,300 ) 37,069 Gross profit — 2,842 (491 ) — 2,351 Operating expenses Product development (559 ) 5,384 335 — 5,160 Sales and marketing (204 ) 2,858 96 — 2,750 General and administrative 6,096 3,334 306 — 9,736 Total operating expenses 5,333 11,576 737 — 17,646 Loss from operations (5,333 ) (8,734 ) (1,228 ) — (15,295 ) Interest and other expense, net Interest expense, net 1 (802 ) (95 ) — (896 ) Foreign exchange transaction loss (1 ) (11 ) — — (12 ) Loss on disposal of fixed assets (22 ) (1 ) — — (23 ) Other income 19 (98 ) 107 — 28 Total interest and other expense, net (3 ) (912 ) 12 — (903 ) Loss from operations before income taxes (5,336 ) (9,646 ) (1,216 ) — (16,198 ) Income tax provision / (benefit) 159 84 — — 243 Net loss (5,495 ) (9,730 ) (1,216 ) — (16,441 ) Other comprehensive income / (loss) Foreign currency translation adjustment 62 — — — 62 Comprehensive loss (5,433 ) (9,730 ) (1,216 ) — (16,379 ) Condensed Consolidated Statement of Cash Flows for the six months ended September 30, 2016 (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Cash flows from operating activities Net loss (7,882 ) (6,832 ) (39 ) — (14,753 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5 3,616 578 — 4,199 Change in allowance for doubtful accounts — 7 — — 7 Amortization of debt discount — 237 — — 237 Amortization of debt issuance costs — 444 — — 444 Accrued interest — (91 ) — — (91 ) Stock-based compensation 2,310 — — — 2,310 Stock-based compensation for services rendered 166 — — — 166 Change in fair value of convertible note embedded derivative liability 430 — — — 430 Change in fair value of warrant liability 140 — — — 140 Loss on extinguishment of debt 293 — — — 293 (Increase) / decrease in assets: Restricted cash transferred to / (from) operating cash — (321 ) — — (321 ) Accounts receivable 17 325 (307 ) — 35 Deposits — 17 44 — 61 Deferred tax assets 99 — — — 99 Prepaid expenses and other current assets (49 ) 108 9 — 68 Increase / (decrease) in liabilities: Accounts payable 233 4,562 (24 ) — 4,771 Accrued license fees and revenue share — (1,219 ) 210 — (1,009 ) Accrued compensation 582 (765 ) (97 ) — (280 ) Other current liabilities 1,539 61 (1,993 ) — (393 ) Other non-current liabilities (1,004 ) (617 ) 1,641 — 20 Net cash used in operating activities (3,121 ) (468 ) 22 — (3,567 ) Cash flows from investing activities Capital expenditures (3 ) (1,092 ) (20 ) — (1,115 ) Net cash used in investing activities (3 ) (1,092 ) (20 ) — (1,115 ) Cash flows from financing activities Cash received in convertible notes issuance — 16,000 — — 16,000 Repayment of debt obligations — (11,000 ) — — (11,000 ) Payment of debt issuance costs — (2,091 ) — — (2,091 ) Options exercised 11 — — — 11 Warrant exercised — — — — — Net cash provided / (used) in financing activities 11 2,909 — — 2,920 Effect of exchange rate changes on cash and cash equivalents (53 ) — — — (53 ) Net change in cash and cash equivalents (3,166 ) 1,349 2 — (1,815 ) Cash and cash equivalents, beginning of period 6,712 4,466 53 — 11,231 Cash and cash equivalents, end of period 3,546 5,815 55 — 9,416 Condensed Consolidated Statement of Cash Flows for the six months ended September 30, 2015 (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Cash flows from operating activities Net loss (5,495 ) (9,730 ) (1,216 ) — (16,441 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,408 3,994 448 — 6,850 Loss on disposal of fixed assets 23 — — — 23 Change in allowance for doubtful accounts — — 3 — 3 Amortization of debt issuance costs — 236 — — 236 Accrued interest — (16 ) — — (16 ) Stock-based compensation 2,524 — — — 2,524 Stock-based compensation for services rendered 600 — — — 600 Stock issued for settlement of liability 283 — — — 283 (Increase) / decrease in assets: Restricted cash transferred to / (from) operating cash 200 — — — 200 Accounts receivable — (2,276 ) (37 ) — (2,313 ) Deposits 8 (8 ) (1 ) — (1 ) Deferred financing costs (187 ) — — — (187 ) Prepaid expenses and other current assets 46 188 9 — 243 Increase / (decrease) in liabilities: Accounts payable 114 5,085 (22 ) — 5,177 Accrued license fees and revenue share — 2,317 19 — 2,336 Accrued compensation (977 ) 365 15 — (597 ) Other current liabilities (345 ) (1,000 ) 760 — (585 ) Net cash used in operating activities (798 ) (845 ) (22 ) — (1,665 ) Cash flows from investing activities Capital expenditures — (610 ) — — (610 ) Net cash used in investing activities — (610 ) — — (610 ) Cash flows from financing activities Repayment of debt obligations — (300 ) — — (300 ) Options exercised 49 — — — 49 Net cash provided / (used) in financing activities 49 (300 ) — — (251 ) Effect of exchange rate changes on cash and cash equivalents 39 — — — 39 Net change in cash and cash equivalents (710 ) (1,755 ) (22 ) — (2,487 ) Cash and cash equivalents, beginning of period 4,156 2,827 86 — 7,069 Cash and cash equivalents, end of period 3,446 1,072 64 — 4,582 |