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 four of 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 December 31, 2016 and March 31, 2016 ; consolidated statements of operations for the three and nine months ended December 31, 2016 and 2015 ; and condensed consolidated statements of cash flows for the nine months ended December 31, 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 nine months ended December 31, 2016 or 2015 . Condensed Consolidated Balance Sheet as of December 31, 2016 (Unaudited) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total ASSETS Current assets Cash and cash equivalents $ 1,477 $ 4,136 $ 92 $ — $ 5,705 Restricted cash 156 167 — — 323 Accounts receivable, net of allowances of $594 and $464, respectively 5 18,215 1,046 — 19,266 Deposits — 114 16 — 130 Prepaid expenses and other current assets 418 134 1 — 553 Intercompany receivable, net 125,783 — — (125,783 ) — Total current assets 127,839 22,766 1,155 (125,783 ) 25,977 Property and equipment, net 66 2,357 57 — 2,480 Cost method investment — — — — — Deferred tax assets 288 — — — 288 Intangible assets, net 2 3,884 2,964 — 6,850 Goodwill — 70,377 6,244 — 76,621 TOTAL ASSETS 128,195 99,384 10,420 (125,783 ) 112,216 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable 1,595 18,005 209 — 19,809 Accrued license fees and revenue share — 8,719 191 — 8,910 Accrued compensation 33 1,079 — — 1,112 Other current liabilities 1,877 374 (625 ) — 1,626 Intercompany payable, net — 109,479 16,304 (125,783 ) — Total current liabilities 3,505 137,656 16,079 (125,783 ) 31,457 Convertible notes, net of debt issuance costs and discounts of $6,540 and $0, respectively 9,460 — — — 9,460 Convertible note embedded derivative liability 1,270 — — — 1,270 Warrant liability 426 — — — 426 Other non-current liabilities 1,007 90 — — 1,097 Total liabilities 15,668 137,746 16,079 (125,783 ) 43,710 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 299,045 — — — 299,045 Treasury stock (754,599 shares at December 31, 2016 and March 31, 2016) (71 ) — — — (71 ) Accumulated other comprehensive loss (70 ) (1,421 ) 1,241 — (250 ) Accumulated deficit (186,485 ) (36,941 ) (6,900 ) — (230,326 ) Total stockholders' equity 112,527 (38,362 ) (5,659 ) — 68,506 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 128,195 $ 99,384 $ 10,420 $ (125,783 ) $ 112,216 Condensed Consolidated Balance Sheet as of March 31, 2016 (Unaudited) (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 — 80 133 — 213 Prepaid expenses and other current assets 331 239 13 — 583 Intercompany receivable, net 111,909 (111,909 ) — Total current assets 118,976 22,154 325 (111,909 ) 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 119,529 103,880 10,440 (111,909 ) 121,940 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable 1,255 13,997 48 — 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 — 10,432 — — 10,432 Deferred tax liabilities — — — — Other current liabilities 1,648 1,237 (738 ) — 2,147 Intercompany payable, net — 95,732 16,177 (111,909 ) — Total current liabilities 2,359 132,747 15,657 (111,909 ) 38,854 Other non-current liabilities 815 — — — 815 Total liabilities 3,174 132,747 15,657 (111,909 ) 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 (1,394 ) 1,166 — (202 ) Accumulated deficit (179,131 ) (27,473 ) (6,383 ) — (212,987 ) Total stockholders' equity 116,355 (28,867 ) (5,217 ) — 82,271 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 119,529 103,880 10,440 (111,909 ) 121,940 Consolidated Statement of Operations and Comprehensive Loss for the three months ended December 31, 2016 (Unaudited) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net revenues — 30,897 751 (9,363 ) 22,285 Cost of revenues License fees and revenue share — 26,176 226 (9,363 ) 17,039 Other direct cost of revenues — 1,589 289 — 1,878 Total cost of revenues — 27,765 515 (9,363 ) 18,917 Gross profit — 3,132 236 — 3,368 Operating expenses Product development 15 3,082 16 — 3,113 Sales and marketing 77 1,558 48 — 1,683 General and administrative 2,468 1,444 70 — 3,982 Total operating expenses 2,560 6,084 134 — 8,778 Income / (loss) from operations (2,560 ) (2,952 ) 102 — (5,410 ) Interest and other income / (expense), net Interest expense, net (674 ) (51 ) — — (725 ) Foreign exchange transaction loss — (9 ) — (9 ) Change in fair value of convertible note embedded derivative liability 2,853 — — — 2,853 Change in fair value of warrant liability 937 — — — 937 Loss on extinguishment of debt — — — — — Other income / (expense) 22 46 — — 68 Total interest and other income / (expense), net 3,138 (14 ) — — 3,124 Income / (loss) from operations before income taxes 578 (2,966 ) 102 — (2,286 ) Income tax provision / (benefit) 300 — — — 300 Net gain / (loss) 278 (2,966 ) 102 — (2,586 ) Other comprehensive income / (loss) Foreign currency translation adjustment 5 — — — 5 Comprehensive income / (loss) 283 (2,966 ) 102 — (2,581 ) Consolidated Statement of Operations and Comprehensive Loss for the nine months ended December 31, 2016 (Unaudited) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net revenues — 90,839 1,331 (23,014 ) 69,156 Cost of revenues License fees and revenue share — 76,600 474 (23,014 ) 54,060 Other direct cost of revenues — 4,774 866 — 5,640 Total cost of revenues — 81,374 1,340 (23,014 ) 59,700 Gross profit — 9,465 (9 ) — 9,456 Operating expenses Product development 24 8,967 74 — 9,065 Sales and marketing 159 4,468 28 — 4,655 General and administrative 9,562 4,516 (176 ) — 13,902 Total operating expenses 9,745 17,951 (74 ) — 27,622 Income / (loss) from operations (9,745 ) (8,486 ) 65 — (18,166 ) Interest and other income / (expense), net Interest expense, net (680 ) (1,349 ) — — (2,029 ) Foreign exchange transaction loss — (9 ) (4 ) — (13 ) Change in fair value of convertible note embedded derivative liability 2,423 — — — 2,423 Change in fair value of warrant liability 797 — — — 797 Loss on extinguishment of debt (293 ) — — — (293 ) Other income / (expense) 52 49 — — 101 Total interest and other income / (expense), net 2,299 (1,309 ) (4 ) — 986 Income / (loss) from operations before income taxes (7,446 ) (9,795 ) 61 — (17,180 ) Income tax provision / (benefit) 159 — — — 159 Net income / (loss) (7,605 ) (9,795 ) 61 — (17,339 ) Other comprehensive income / (loss) Foreign currency translation adjustment (48 ) — — — (48 ) Comprehensive income / (loss) (7,653 ) (9,795 ) 61 — (17,387 ) Consolidated Statement of Operations and Comprehensive Loss for the three months ended December 31, 2015 (Unaudited) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net revenues — 29,641 58 (5,610 ) 24,089 Cost of revenues License fees and revenue share — 24,154 25 (5,610 ) 18,569 Other direct cost of revenues — 1,815 (111 ) — 1,704 Total cost of revenues — 25,969 (86 ) (5,610 ) 20,273 Gross profit — 3,672 144 — 3,816 Operating expenses Product development (23 ) 2,654 107 — 2,738 Sales and marketing 38 1,616 22 — 1,676 General and administrative 2,744 1,727 196 — 4,667 Total operating expenses 2,759 5,997 325 — 9,081 Loss from operations (2,759 ) (2,325 ) (181 ) — (5,265 ) Interest and other income / (expense), net Interest expense, net 1 (567 ) 95 — (471 ) Foreign exchange transaction loss (2 ) (6 ) — — (8 ) Loss on disposal of fixed assets — (8 ) — — (8 ) Other income / (expense) (3 ) 90 (95 ) — (8 ) Total interest and other income / (expense), net (4 ) (491 ) — — (495 ) Loss from operations before income taxes (2,763 ) (2,816 ) (181 ) — (5,760 ) Income tax provision / (benefit) 87 (84 ) — — 3 Net loss (2,850 ) (2,732 ) (181 ) — (5,763 ) Other comprehensive income / (loss) Foreign currency translation adjustment (65 ) — — — (65 ) Comprehensive loss (2,915 ) (2,732 ) (181 ) — (5,828 ) Consolidated Statement of Operations and Comprehensive Loss for the nine months ended December 31, 2015 (Unaudited) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net revenues — 74,227 192 (10,910 ) 63,509 Cost of revenues License fees and revenue share — 59,733 66 (10,910 ) 48,889 Other direct cost of revenues — 7,980 473 8,453 Total cost of revenues — 67,713 539 (10,910 ) 57,342 Gross profit — 6,514 (347 ) — 6,167 Operating expenses Product development (582 ) 8,038 442 — 7,898 Sales and marketing (166 ) 4,474 118 — 4,426 General and administrative 8,840 5,061 502 — 14,403 Total operating expenses 8,092 17,573 1,062 — 26,727 Loss from operations (8,092 ) (11,059 ) (1,409 ) — (20,560 ) Interest and other income / (expense), net Interest expense, net 1 (1,273 ) (95 ) — (1,367 ) Foreign exchange transaction loss (3 ) (17 ) — — (20 ) Loss on disposal of fixed assets (21 ) (10 ) — — (31 ) Other income / (expense) 17 (8 ) 11 — 20 Total interest and other income / (expense), net (6 ) (1,308 ) (84 ) — (1,398 ) Loss from operations before income taxes (8,098 ) (12,367 ) (1,493 ) — (21,958 ) Income tax provision / (benefit) 246 — — — 246 Net loss (8,344 ) (12,367 ) (1,493 ) — (22,204 ) Other comprehensive income / (loss) Foreign currency translation adjustment (3 ) — — — (3 ) Comprehensive loss (8,347 ) (12,367 ) (1,493 ) — (22,207 ) Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2016 (Unaudited) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Cash flows from operating activities Net loss (7,605 ) (9,795 ) 61 — (17,339 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9 5,518 798 — 6,325 Change in allowance for doubtful accounts — 130 — — 130 Amortization of debt discount 213 237 — — 450 Amortization of debt issuance costs 74 445 — — 519 Accrued interest 388 (91 ) — — 297 Stock-based compensation 3,335 — — — 3,335 Stock-based compensation for services rendered 276 — — — 276 Change in fair value of convertible note embedded derivative liability (2,423 ) — — — (2,423 ) Change in fair value of warrant liability (797 ) — — — (797 ) Loss on extinguishment of debt 293 — — — 293 (Increase) / decrease in assets: Restricted cash transferred to / (from) operating cash — (323 ) — — (323 ) Accounts receivable 19 (976 ) (920 ) — (1,877 ) Deposits — (34 ) 117 — 83 Deferred tax assets 212 — — — 212 Prepaid expenses and other current assets (86 ) 104 12 — 30 Increase / (decrease) in liabilities: Accounts payable 340 4,003 166 — 4,509 Accrued license fees and revenue share — (830 ) 118 — (712 ) Accrued compensation 576 (720 ) (97 ) — (241 ) Other current liabilities (34 ) (862 ) 78 — (818 ) Other non-current liabilities 1,927 (1,370 ) (274 ) — 283 Net cash used in operating activities (3,283 ) (4,564 ) 59 — (7,788 ) Cash flows from investing activities Capital expenditures (3 ) (1,358 ) (20 ) — (1,381 ) Proceeds from sale of cost method investment in Sift — 999 — — 999 Net cash used in investing activities (3 ) (359 ) (20 ) — (382 ) Cash flows from financing activities Cash received from issuance of convertible notes — 16,000 — — 16,000 Repayment of debt obligations — (11,000 ) — — (11,000 ) Payment of debt issuance costs (1,912 ) (407 ) — — (2,319 ) Options exercised 11 — — — 11 Net cash provided in financing activities (1,901 ) 4,593 — — 2,692 Effect of exchange rate changes on cash and cash equivalents (48 ) — — — (48 ) Net change in cash and cash equivalents (5,235 ) (330 ) 39 — (5,526 ) Cash and cash equivalents, beginning of period 6,712 4,466 53 — 11,231 Cash and cash equivalents, end of period 1,477 4,136 92 — 5,705 Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2015 (Unaudited) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Cash flows from operating activities Net loss (8,344 ) (12,367 ) (1,493 ) — (22,204 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 7 8,126 473 — 8,606 Loss on disposal of fixed assets 31 — — 31 Change in allowance for doubtful accounts — 26 — — 26 Amortization of debt issuance costs — 355 — — 355 Accrued interest — (14 ) — — (14 ) Stock-based compensation 3,805 — — — 3,805 Stock-based compensation for services rendered 723 — — — 723 Stock issued for settlement of liability 283 — — — 283 (Increase) / decrease in assets: Restricted cash transferred to / (from) operating cash 200 — — — 200 Accounts receivable — (4,472 ) (123 ) — (4,595 ) Deposits 8 (62 ) (15 ) — (69 ) Deferred financing costs — (174 ) — — (174 ) Prepaid expenses and other current assets (243 ) 327 (44 ) — 40 Increase / (decrease) in liabilities: Accounts payable (990 ) 6,759 (41 ) — 5,728 Accrued license fees and revenue share — 3,312 24 — 3,336 Accrued compensation (1,129 ) 275 17 — (837 ) Other current liabilities (2,254 ) 383 1,171 — (700 ) Net cash used in operating activities (7,934 ) 2,505 (31 ) — (5,460 ) Cash flows from investing activities Capital expenditures — (1,007 ) — — (1,007 ) Net cash proceeds from cost method investment in Sift — 875 — — 875 Net cash used in investing activities — (132 ) — — (132 ) Cash flows from financing activities Repayment of debt obligations — (450 ) — — (450 ) Options exercised 51 — — — 51 Stock issued for cash in stock offering, net 12,627 — — — 12,627 Net cash provided in financing activities 12,678 (450 ) — — 12,228 Effect of exchange rate changes on cash and cash equivalents (26 ) — — — (26 ) Net change in cash and cash equivalents 4,718 1,923 (31 ) — 6,610 Cash and cash equivalents, beginning of period 4,156 2,827 86 — 7,069 Cash and cash equivalents, end of period 8,874 4,750 55 — 13,679 |