Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | APPS | |
Entity Registrant Name | DIGITAL TURBINE, INC. | |
Entity Central Index Key | 317,788 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 71,663,791 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 28, 2016 | Mar. 31, 2016 |
Current assets | |||||
Cash | $ 5,867 | $ 6,149 | $ 9,416 | $ 11,231 | |
Restricted cash | 331 | 331 | |||
Accounts receivable, net of allowances of $832 and $597, respectively | 23,787 | 16,554 | |||
Deposits | 117 | 121 | |||
Prepaid expenses and other current assets | 444 | 510 | |||
Total current assets | 30,546 | 23,665 | |||
Property and equipment, net | 2,565 | 2,377 | |||
Deferred tax assets | 688 | 352 | |||
Intangible assets, net | 3,393 | 4,565 | |||
Goodwill | 76,621 | 76,621 | |||
TOTAL ASSETS | 113,813 | 107,580 | |||
Current liabilities | |||||
Accounts payable | 23,277 | 19,868 | |||
Accrued license fees and revenue share | 10,442 | 8,529 | |||
Accrued compensation | 1,876 | 1,073 | |||
Short-term debt, net of debt issuance costs of $290 and $0, respectively | 2,210 | ||||
Other current liabilities | 1,194 | 1,304 | |||
Total current liabilities | 38,999 | 30,774 | |||
Convertible notes, net of debt issuance costs and discounts of $3,491 and $6,315, respectively | 6,509 | 9,685 | |||
Other non-current liabilities | 241 | 782 | |||
Total liabilities | 53,569 | 45,535 | |||
Stockholders' equity | |||||
Preferred stock | 100 | 100 | |||
Common stock | 10 | 8 | |||
Additional paid-in capital | 308,415 | 299,580 | |||
Treasury stock (754,599 shares at September 30 and March 31, 2017) | (71) | (71) | |||
Accumulated other comprehensive loss | (326) | (321) | |||
Accumulated deficit | (247,884) | (237,251) | |||
Total stockholders' equity | 60,244 | 62,045 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 113,813 | 107,580 | |||
Convertible note embedded derivative liability | |||||
Current liabilities | |||||
Derivative Liability | 5,116 | 3,218 | $ 3,693 | ||
Convertible note embedded derivative liability | Level 3 | |||||
Current liabilities | |||||
Derivative Liability | 3,218 | 3,693 | |||
Convertible note embedded derivative liability | Convertible note embedded derivative liability | Level 3 | |||||
Current liabilities | |||||
Derivative Liability | 5,116 | 3,218 | |||
Warrant liability | |||||
Current liabilities | |||||
Derivative Liability | 2,704 | 1,076 | 1,223 | ||
Warrant liability | Level 3 | |||||
Current liabilities | |||||
Derivative Liability | 1,076 | $ 1,223 | |||
Warrant liability | Warrant liability | Level 3 | |||||
Current liabilities | |||||
Derivative Liability | $ 2,704 | $ 1,076 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 832,000 | $ 597,000 |
Debt issuance costs | 290,000 | 0 |
Long-term debt, discounts | $ 3,491,000 | $ 6,315,000 |
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series A convertible preferred stock, shares issued | 100,000 | 100,000 |
Series A convertible preferred stock, shares outstanding | 100,000 | 100,000 |
Series A convertible preferred stock, liquidation preference | $ 1,000,000 | $ 1,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 72,396,491 | 67,329,262 |
Common stock, shares outstanding | 71,662,035 | 66,594,807 |
Treasury stock, shares | 754,599 | 754,599 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenues | $ 27,891 | $ 22,832 | $ 54,011 | $ 46,871 |
Cost of revenues | ||||
License fees and revenue share | 19,885 | 17,797 | 38,766 | 37,021 |
Other direct cost of revenues | 643 | 1,882 | 1,266 | 3,762 |
Total cost of revenues | 20,528 | 19,679 | 40,032 | 40,783 |
Gross profit | 7,363 | 3,153 | 13,979 | 6,088 |
Operating expenses | ||||
Product development | 2,837 | 3,117 | 5,595 | 5,952 |
Sales and marketing | 1,688 | 1,528 | 3,246 | 2,972 |
General and administrative | 4,088 | 4,815 | 7,912 | 9,920 |
Total operating expenses | 8,613 | 9,460 | 16,753 | 18,844 |
Loss from operations | (1,250) | (6,307) | (2,774) | (12,756) |
Interest and other expense, net | ||||
Interest expense, net | (662) | (622) | (1,369) | (1,304) |
Foreign exchange transaction loss | (73) | (1) | (217) | (4) |
Change in fair value of convertible note embedded derivative liability | (3,344) | (430) | (4,652) | (430) |
Change in fair value of warrant liability | (1,164) | (140) | (1,628) | (140) |
Loss on extinguishment of debt | (882) | (293) | (882) | (293) |
Other income | 33 | 15 | 36 | 33 |
Total interest and other expense, net | (6,092) | (1,471) | (8,712) | (2,138) |
Loss from operations before income taxes | (7,342) | (7,778) | (11,486) | (14,894) |
Income tax benefit | (884) | (437) | (853) | (141) |
Net loss | (6,458) | (7,341) | (10,633) | (14,753) |
Other comprehensive income / (loss) | ||||
Foreign currency translation adjustment | 3 | (80) | (5) | (53) |
Comprehensive loss | $ (6,455) | $ (7,421) | $ (10,638) | $ (14,806) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.10) | $ (0.11) | $ (0.16) | $ (0.22) |
Weighted average common shares outstanding, basic and diluted (shares) | 66,846 | 66,457 | 66,723 | 66,358 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (10,633) | $ (14,753) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,808 | 4,199 |
Change in allowance for doubtful accounts | 235 | 7 |
Amortization of debt discount and debt issuance costs | 680 | 681 |
Accrued interest | (24) | (91) |
Stock-based compensation | 1,479 | 2,310 |
Restricted shares and warrants compensation for services rendered | 150 | 166 |
Change in fair value of convertible note embedded derivative liability | 4,652 | 430 |
Change in fair value of warrant liability | 1,628 | 140 |
Loss on extinguishment of debt | (882) | (293) |
(Increase) / decrease in assets: | ||
Restricted cash transferred from operating cash | 0 | 321 |
Accounts receivable | (7,468) | 35 |
Deposits | 4 | 61 |
Deferred tax assets | 336 | (99) |
Prepaid expenses and other current assets | 66 | 68 |
Increase / (decrease) in liabilities: | ||
Accounts payable | 3,409 | 4,771 |
Accrued license fees and revenue share | 1,912 | (1,009) |
Accrued compensation | 803 | (280) |
Other current liabilities | (86) | (393) |
Other non-current liabilities | (541) | 20 |
Net cash used in operating activities | (1,380) | (3,567) |
Cash flows from investing activities | ||
Capital expenditures | (823) | (1,115) |
Net cash used in investing activities | (823) | (1,115) |
Cash flows from financing activities | ||
Cash received from issuance of convertible notes | 0 | 16,000 |
Proceeds from short-term borrowings | 2,500 | 0 |
Options exercised | 19 | 11 |
Repayment of debt obligations | (247) | (11,000) |
Payment of debt issuance costs | (346) | (2,091) |
Net cash provided by financing activities | 1,926 | 2,920 |
Effect of exchange rate changes on cash | (5) | (53) |
Net change in cash | (282) | (1,815) |
Cash, beginning of period | 6,149 | 11,231 |
Cash, end of period | 5,867 | 9,416 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock of the Company issued for extinguishment of debt | $ 7,187 | $ 0 |
Description of Business
Description of Business | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Digital Turbine, through its subsidiaries, innovates at the convergence of media and mobile communications, delivering end-to-end products and solutions for mobile operators, application advertisers, device original equipment manufacturers ("OEMs") and other third parties to enable them to effectively monetize mobile content and generate higher value user acquisition. The Company operates its business in two reportable segments – Advertising and Content. The Company's Advertising business is comprised of two businesses: • Operator and OEM ("O&O"), an advertiser solution for unique and exclusive carrier and original equipment manufacturer ("OEM") inventory which is comprised of services including: ◦ Ignite™ ("Ignite"), a mobile device management platform with targeted application distribution capabilities, and ◦ Other professional services directly related to the Ignite platform. • Advertiser and Publisher ("A&P"), a worldwide mobile user acquisition network which is comprised of the Syndicated network service. The Company's Content business is comprised of services including: • Marketplace™ ("Marketplace"), an application and content store, and • Pay™ ("Pay"), a content management and mobile payment solution. With global headquarters in Austin, Texas and offices in Durham, North Carolina, San Francisco, California, Singapore, Sydney, and Tel Aviv, Digital Turbine’s solutions are available worldwide. Unless the context otherwise indicates, the use of the terms “we,” “our,” “us,” “Digital Turbine,” “DT,” or the “Company” refer to the collective business and operations of Digital Turbine, Inc. through its operating and wholly-owned subsidiaries, Digital Turbine USA, Inc. (“DT USA”), Digital Turbine (EMEA) Ltd. (“DT EMEA”), Digital Turbine Australia Pty Ltd (“DT APAC”), Digital Turbine Singapore Pte. Ltd. (“DT Singapore”), Digital Turbine Luxembourg S.a.r.l. (“DT Luxembourg”), Digital Turbine Germany, GmbH (“DT Germany”), and Digital Turbine Media, Inc. (“DT Media” or "DTM"). We refer to all the Company's subsidiaries collectively as "wholly-owned subsidiaries." We refer to Appia, Inc., a company we acquired on March 6, 2015, as “DT Media” or "DTM." |
Liquidity
Liquidity | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Liquidity The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), which contemplate continuation of the Company as a going concern. Our primary sources of liquidity have historically been issuance of common stock, preferred stock, and debt. As of September 30, 2017 , we had cash and restricted cash totaling approximately $6,198 . On September 28, 2016, the Company closed a private placement of $16,000 aggregate principal amount of 8.75% Convertible Senior Notes due 2020 (the “Notes”), netting cash proceeds to the Company of $14,316 , after deducting the initial purchaser's discounts and commissions and the estimated offering expenses payable by Digital Turbine. The net proceeds from the issuance of the Notes were used to repay approximately $11,000 of secured indebtedness, consisting of approximately $3,000 to Silicon Valley Bank ("SVB") and $8,000 to North Atlantic Capital ("NAC"), retiring both such debts in their entirety, and will otherwise be used for general corporate purposes and working capital. The Company previously entered a supplemental indenture and warrant amendment, described in its Current Report on Form 8-K filed May 24, 2017, which provided for a 30 day stock price measurement period to determine whether or not there would be any change to the conversion price or exercise price of the Company’s outstanding convertible notes or related warrants. The measurement period concluded on September 20, 2017, with no change to the existing $1.364 per share conversion or exercise price of our convertible notes or related warrants. During September 2017, noteholders of $6,000 of the Notes elected to convert such Notes. These Notes were extinguished by issuing shares of common stock based on the applicable conversion price, plus additional shares of common stock and cash to satisfy the early conversion payments required by the indenture under which the Notes were issued. At September 30, 2017, aggregate principal amount of $10,000 remained outstanding and is reflected on the balance sheet, net of debt issuance costs and discounts of $3,491 , in the amount of $6,509 . Refer to Note 7 "Debt" and Note 10 "Capital Stock Transactions" for more details. On May 23, 2017, the Company entered into a Business Finance Agreement (the "Credit Agreement") with Western Alliance Bank (the "Bank"). The Credit Agreement provides for a $5,000 total facility. The amounts advanced under the Credit Agreement mature in two years and accrue interest at prime plus 1.25% subject to a 4.00% floor, with the prime rate defined as the prime rate published in the Wall Street Journal. The Credit Facility also carries an annual facility fee of $45.5 , and an early termination fee of 0.5% if terminated during the first year. The obligations under the Credit Agreement are secured by a perfected first position security interest in all assets of the Company and its subsidiaries, subject to partial ( 65% ) pledges of stock of non-US subsidiaries. In addition to customary covenants, including restrictions on payments (subject to specified exceptions), and restrictions on indebtedness (subject to specified exceptions), the Credit Agreement requires the Company to comply with certain monthly financial covenants. At September 30, 2017 , the gross outstanding principle on the Credit Agreement was $2,500 which is presented, net of capitalized debt issuance costs of $290 , as net secured short-term line of credit of $2,210 . Refer to Note 7 "Debt" for more details. In addition, the indenture for the Notes, and the related warrant agreement for the warrants issued in connection with the Notes, contain, among other protections, price-based anti-dilution rights. These rights could result in significant dilution to other stockholders in the event we were to complete certain types of financings at valuations below specified levels. At our January 2017 annual stockholders meeting, we received stockholder approval to issue the full amount of shares of our stock that could ultimately be issuable under the indenture for the Notes and the warrant agreement. However, as a result of the modification of our indenture for the Notes and related modification of the warrant agreement in connection with soliciting consent for incurrence of the Credit Agreement, the January 2017 stockholder approval no longer applies and we would need to receive a new stockholder approval in order to issue the full amount of shares of our stock that could ultimately be issuable under the indenture for the Notes and the warrant agreement. We are required to seek such stockholder approval. Until we do so, conversion rights of holders may be limited and, under the indenture, we may be required to satisfy attempted conversions with cash. Until the Company becomes cash flow positive, the Company anticipates that its primary sources of liquidity will continue be cash on hand and the remaining credit available under the Credit Agreement. In addition, the Company may raise additional capital through future equity or, subject to restrictions contained in the indenture for the Notes and the Credit Agreement, debt financing to provide for greater flexibility to make acquisitions, make new investments in under-capitalized opportunities, or invest in organic opportunities. Additional financing may not be available on acceptable terms or at all. If the Company issues additional equity securities to raise funds, the ownership percentage of its existing stockholders would be reduced. New investors may demand rights, preferences, or privileges senior to those of existing holders of common stock. In view of the matters described in the preceding paragraphs, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which, in turn, is dependent upon the Company’s ability to generate positive cash flows from operations. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue its existence. The Company believes that it has sufficient cash and capital resources to operate its business for at least the next twelve months from the issuance date of this quarterly report on Form 10-Q. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Interim Consolidated Financial Information The accompanying consolidated financial statements of Digital Turbine, Inc. should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission ("SEC") in Digital Turbine, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 , as amended. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of Digital Turbine, Inc. and its consolidated subsidiaries at September 30, 2017 , the results of its operations and corresponding comprehensive loss, and its cash flows for the six months ended September 30, 2017 and 2016 . The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. The results of operations for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2018 . The significant accounting policies and recent accounting pronouncements were described in Note 4 of the consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2017 . There have been no significant changes in or updates to the accounting policies since March 31, 2017 . Only new accounting pronouncements, pertinent to the Company, issued subsequent to the issuance of our Annual Report are described below. Recently Issued Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features, which addresses the complexity of accounting for certain financial instruments with down round features under current guidance criterion. With this new update, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. This guidance is to be applied retrospectively for instruments outstanding as of the adoption date. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application is permitted. The Company will adopt ASU 2017-11 during the quarter ended June 30, 2019, and does not expect the impact of this ASU to have a material impact on its consolidated results of operations, financial condition and cash flows. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation, which modifies the scope of share-based payment award modification accounting in an effort to provide clarity and reduce diversity in practice under old guidance. Under this new standard, an entity should apply modification accounting (Topic 718) unless specific criterion related to fair value, vesting conditions, and equity/liability classification are all met. This guidance is to be applied prospectively for awards modified on or after the adoption date. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. Early application is permitted. The Company will adopt ASU 2017-09 during the quarter ended June 30, 2018, and does not expect the impact of this ASU to have a material impact on its consolidated results of operations, financial condition and cash flows. In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Additionally, ASU 2014-09 requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 by one year. The deferral results in the new revenue standard being effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. ASU 2014-09, as amended, is effective using either the full retrospective or modified retrospective transition approach for fiscal years, and for interim periods within those years. In 2016 and 2017, the FASB has issued several accounting standards updates to clarify certain topics within ASU 2014-09. The Company will adopt ASU 2014-09, and its related clarifying ASUs, during the quarter ended June 30, 2018. Further, the Company is in the initial stages of evaluating the effect of the standard on its consolidated results of operations, financial condition and cash flows, but expects the impact to not be material. Other authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to have a material effect on the Company’s consolidated financial statements. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. A significant portion of the Company’s cash is held at one major financial institution that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring advertisers' and carriers' accounts receivable balances. The Company counts all advertisers and carriers within a single corporate structure as one customer, even in cases where multiple brands, branches, or divisions of an organization enter into separate contracts with the Company. As of September 30, 2017 , two major Advertising customers and one Content customer represented approximately 15.9% , 10.0% , and 12.3% , respectively, of the Company’s net accounts receivable balance. As of March 31, 2017 , two major customers represented 11.2% and 10.7% of the Company's net accounts receivable balance, both within the Advertising business. With respect to revenue concentration, the Company defines a customer as an advertiser or a carrier that is a distinct source of revenue and is legally bound to pay for the services that the Company delivers on the advertiser’s or carrier's behalf. During the three and six months ended September 30, 2017 , Singapore Telecommunications Limited, a Content customer represented 20.0% and 18.6% of net revenues, respectively; AOL Inc., an Advertising customer represented 14.2% and 13.2% of net revenues, respectively; Telstra Corporation Limited, a Content customer represented 12.5% and 12.0% of net revenues, respectively; and Machine Zone, Inc., an Advertising customer represented 10.6% and 10.5% of net revenues, respectively. During the three and six months ended September 30, 2016 , Telstra Corporation Limited, a Content customer represented 21.3% and 27.3% of net revenues, respectively, and Jam City Inc., an Advertising customer represented 16.7% and 12.1% of net revenues, respectively. The Company partners with mobile carriers and OEMS to deliver applications on our Ignite platform through the carrier network. During the three and six months ended September 30, 2017 , Verizon Wireless, a carrier partner, generated 30.8% and 31.8% of our net revenues, respectively; while AT&T Inc., a carrier partner, primarily through its Cricket subsidiary, generated 16.7% and 15.4% of our net revenue, respectively. During the three and six months ended September 30, 2016 , Verizon Wireless, generated 28.6% and 23.7% of our net revenues, respectively. The Company may not continue to receive significant revenues from any of these or from other large customers. A reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentration, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss, reduction of business, or less favorable terms for any of the Company's significant customers. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable September 30, 2017 March 31, 2017 (Unaudited) Billed $ 15,255 $ 9,367 Unbilled 9,364 7,784 Allowance for doubtful accounts (832 ) (597 ) Accounts receivable, net $ 23,787 $ 16,554 Billed accounts receivable represent amounts billed to customers that have yet to be collected. Unbilled accounts receivable represent revenue recognized, but billed after period end. All unbilled receivables as of September 30, 2017 and March 31, 2017 are expected to be billed and collected within twelve months. The Company recorded $148 and $235 of bad debt expense during the three and six months ended September 30, 2017 , respectively. The Company recorded $28 and $405 of bad debt expense during the three and six months ended September 30, 2016 , respectively. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment September 30, 2017 March 31, 2017 (Unaudited) Computer-related equipment $ 4,965 $ 4,133 Furniture and fixtures 108 116 Leasehold improvements 143 143 Property and equipment, gross 5,216 4,392 Accumulated depreciation (2,651 ) (2,015 ) Property and equipment, net $ 2,565 $ 2,377 Depreciation expense for the three and six months ended September 30, 2017 was $339 and $636 , respectively; and $223 and $437 for the three and six months ended September 30, 2016 , respectively. Depreciation expense in the three and six months ended September 30, 2017 includes $277 and $542 , respectively, related to internal use assets included in General and Administrative Expense and $62 and $94 , respectively, related to internally developed software to be sold, leased, or otherwise marketed included in Other Direct Costs of Revenue. Depreciation expense in the prior year comparative periods related exclusively to internal use assets and is included in General and Administrative Expense. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The components of intangible assets at September 30, 2017 and March 31, 2017 were as follows: As of September 30, 2017 (Unaudited) Cost Accumulated Amortization Net Software $ 11,544 $ (9,275 ) $ 2,269 Trade name / trademark 380 (380 ) — Customer list 11,300 (10,210 ) 1,090 License agreements 355 (321 ) 34 Total $ 23,579 $ (20,186 ) $ 3,393 As of March 31, 2017 Cost Accumulated Amortization Net Software $ 11,544 $ (8,191 ) $ 3,353 Trade name / trademark 380 (380 ) — Customer list 11,300 (10,152 ) 1,148 License agreements 355 (291 ) 64 Total $ 23,579 $ (19,014 ) $ 4,565 The Company has included amortization of acquired intangible assets directly attributable to revenue-generating activities in cost of revenues; thus, all intangible amortization is included in cost of revenues. The Company recorded amortization expense of $582 and $1,172 , respectively, during the three and six months ended September 30, 2017 , and $1,882 and $3,762 , respectively, during the three and six months ended September 30, 2016 . The decrease in amortization expense year-over-year was primarily attributable to advertiser and publisher relationships acquired in the Appia Inc transaction being fully amortized and the write-off of certain assets during fiscal year 2017. Based on the amortizable intangible assets as of September 30, 2017 , we estimate amortization expense for the next five years to be as follows: Year Ending March 31, Amortization Expense 2018 $ 1,097 2019 1,375 2020 114 2021 114 2022 114 Thereafter 579 Total $ 3,393 |
Debt
Debt | 6 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt September 30, 2017 March 31, 2017 (Unaudited) Short-term debt Secured line of credit, net of debt issuance costs of $290 and $0, respectively $ 2,210 $ — Total short-term debt $ 2,210 $ — September 30, 2017 March 31, 2017 (Unaudited) Long-term debt Convertible notes, net of issuance costs and discounts of $3,491 and $6,315, respectively $ 6,509 $ 9,685 Total long-term debt $ 6,509 $ 9,685 Convertible Notes On September 28, 2016, the Company sold to BTIG, LLC (the "Initial Purchaser"), $16,000 aggregate 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 $16,000 aggregate principal received from the issuance of the Notes was initially allocated between long-term debt at $11,084 , the convertible note embedded derivative liability at $3,693 (see Note 8. "Fair Value Measurements" for more information), and the warrant liability at $1,223 (see Note 8. "Fair Value Measurements" for more information), within the consolidated balance sheet. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the liability. Fair value of the Notes is determined using the residual method of accounting whereby, first, a portion of the proceeds from the issuance of the Notes is allocated to derivatives embedded in the Notes and the warrants issued in connection with the issuance of the Notes, and the proceeds so allocated are accounted for as a convertible note embedded derivative liability and warrant liability, respectively (see Note 8. "Fair Value Measurements for more information), and second, the remainder of the proceeds from the issuance of the Notes is allocated to the convertible notes, resulting in an original issue debt discount amounting to $4,916 . As of the close of the issuance of the Notes on September 28, 2016, the Company incurred $1,700 in debt issuance costs directly related to the issuance of the Notes, which in accordance with ASU 2015-03, the Company has recorded these costs as a direct reduction to the face value of the Notes and will amortize this amount over the life of the Notes as a component of interest expense on the consolidated statement of operation and comprehensive loss. During the three months ended December 31, 2016, the Company further incurred $212 in costs directly associated with the issuance of the Notes, for the preparation and filing of the S-1 to register the underlying common stock related to the Notes issued and related Warrants issued along with the Notes, which was required to be done in accordance with the Indenture (as defined below). The convertible notes will remain on the consolidated balance sheet at historical cost, accreted up for the amount of cumulative amortization of the debt discount over the life of the debt. If we or the note holders elect not to settle the debt through conversion, we must settle the Notes at face value. Therefore, the liability component will be accreted up to the face value of the Notes, which will result in additional non-cash interest expense being recognized within the consolidated statements of operations and comprehensive loss through the Notes maturity date. The Company sold the Notes to the Initial Purchaser at a purchase price of 92.75% of the principal amount. The initial purchaser also received an additional 250,000 warrants on the same terms as the warrants issued with the Notes (as detailed below) and has the right to receive 2.5% of any cash consideration received by the Company in connection with a future exercise of any of the warrants issued with the Notes. The Notes were issued under an Indenture dated September 28, 2016, as amended on January 31, 2017 (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 (collectively referred to as the "Guarantors"). The Notes are senior unsecured obligations of the Company, and bear interest at a rate of 8.75% per year, payable semiannually in arrears on March 15th and September 15th of each year, beginning on March 15, 2017. The Notes are unconditionally guaranteed by the Guarantors as to the payment of principal, premium, if any, and interest on a senior unsecured basis. The Notes were issued with an initial conversion price equal to $1.364 per share of the Company's common stock, subject to proportional adjustment for adjustments to outstanding common stock and anti-dilution provisions in case of dividends or distributions, stock split or combination, or if the Company issues or sells shares of common stock at a price per share less than the conversion price on the trading day immediately preceding such issuance of sale. With respect to any conversion prior to September 23, 2019, in addition to the shares deliverable upon conversion, holders of the Notes will be entitled to receive a payment equal to the remaining scheduled payments of interest that would have been made on the notes being converted from the date of conversion until September 23, 2019 (an “Early Conversion Payment”). We may pay the Early Conversion Payment in cash or, subject to certain equity-related conditions set forth in the Indenture, in shares of our common stock. The Company will not have the right to issue shares of common stock as payment of the Early Conversion Payment, if the aggregate number of shares issued (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed 19.99% of the number of shares of the Company’s common stock outstanding as of the Conversion date (or the "Notes Exchange Cap"). The Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Notes Exchange Cap. The Company may redeem the Notes, for cash, in whole or in part, at any time after September 23, 2018, at a redemption price equal to $1 per $1 principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, plus an additional payment (payable in cash or stock) equivalent to the amount of, and subject to equivalent terms and conditions applicable for, an Early Conversion Payment had the notes been converted on the date of redemption, if (1) the closing price of our common shares on the NASDAQ Capital Market has exceeded 200% of the conversion price then in effect (but disregarding the effect on such price from certain anti-dilution adjustments) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within the five trading days immediately preceding the date on which we provide the redemption notice, (2) for the 15 consecutive trading days following the last trading day on which the closing price of our common shares was equal to or greater than 200% of the conversion price in effect (but disregarding the effect on such price from certain anti-dilution adjustments) on such trading day for the purpose of the foregoing clause, the closing price of our common shares remains equal to or greater than 150% of the conversion price in effect (but disregarding the effect on such price from certain anti-dilution adjustments) on the given trading day and (3) we are in compliance with certain other equity-related conditions as set forth in the Indenture. If we undergo a fundamental change (as described below), holders may require us to purchase the Notes in whole or in part for cash at a price equal to 120% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, including additional interest, if any, to, but excluding, the repurchase date. Conversions that occur in connection with a fundamental change may entitle the holder to receive an increased number of shares of common stock issuable upon such conversion, depending on the date of such fundamental change and the valuation of the Company’s common stock related thereto. A fundamental change is defined as follows: • a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company, the Company’s Subsidiaries or the Company’s or the Company’s Subsidiaries’ employee benefit plans files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of all outstanding classes of the Company’s common equity entitled to vote generally in the election of the Company’s directors; • consummation of (A) any share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property or (B) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole, to any person other than one or more of the Company’s Subsidiaries; provided, however, that a share exchange, consolidation or merger transaction described in clause (A) above in which the holders of more than 50% of all shares of Common Stock entitled to vote generally in the election of the Company’s directors immediately prior to such transaction own, directly or indirectly, more than 50% of all shares of Common Stock entitled to vote generally in the election of the directors of the continuing or surviving entity or the parent entity thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction will not, in either case, be a Fundamental Change; • the Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or • the Common Stock (or other Capital Stock into which the Notes are then convertible pursuant to the terms of this Indenture) ceases to be listed on any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market or The NYSE MKT (or their respective successors) (each, an “ Eligible Market ”). Subject to limited exceptions, the Indenture prohibits us from incurring additional indebtedness at any time while the Notes remain outstanding. Each purchaser of the Notes also received warrants to purchase 256.60 shares of the Company's common stock for each $1 in Notes purchased, or up to 4,105,600 warrants in aggregate, in addition to the 250,000 warrants issued to the initial purchaser, as described above. The warrants were issued under a Warrant Agreement (the "Warrant Agreement"), dated as of September 28, 2016, between Digital Turbine, Inc. and US Bank National Association, as the warrant agent. The warrants are immediately exercisable on the date of issuance at an initial exercise price of $1.364 per share and will expire on September 23, 2020. The exercise price is subject to proportional adjustment for adjustments to outstanding common stock and anti-dilution provisions in case of dividends or distributions, stock split or combination, or if the Company issues or sells shares of common stock at a price per share less than the conversion price on the trading day immediately preceding such issuance of sale. Certain caps on the number of shares that could be issued under the Notes and the Warrants were effectively lifted by our stockholders approving the full issuance of all potentially issuable shares at our January 2017 annual meeting of stockholders. In the event of a fundamental change, as set forth in the Warrant Agreement, the holders can elect to exercise their warrants or to receive an amount of cash under a Black-Scholes calculation of the value of such warrants. The Company received net cash proceeds of $14,316 , after deducting the initial purchaser's discounts and commissions and the estimated offering expenses payable by Digital Turbine. The net proceeds from the issuance of the Notes were used to repay $11,000 of secured indebtedness, retiring such debt in its entirety, and will otherwise be used for general corporate purposes and working capital. The Company previously entered a supplemental indenture and warrant amendment, described in its Current Report on Form 8-K filed May 24, 2017, which provided for a 30 day stock price measurement period to determine whether or not there would be any change to the conversion price or exercise price of the Company’s outstanding convertible notes or related warrants. The measurement period concluded on September 20, 2017, with no change to the existing $1.364 per share conversion or exercise price of our convertible notes or related warrants. During September 2017, noteholders of $6,000 of Notes elected to convert such Notes. These Notes were extinguished by issuing shares of common stock, based on the applicable conversion price of $1.364 per share, plus additional shares of common stock and cash to satisfy the early conversion payments required by the indenture under which the Notes were issued. Associated with this conversion, gross debt net of debt discount and capitalized debt issuance costs of $1,579 and $621 , respectively, was extinguished for a net debt extinguishment of $3,800 . In total, 5,043,018 shares of common stock were issued and $247 in cash was paid to settle these positions. This resulted in an adjustment of approximately $7,187 to additional paid in capital to reflect the shares issued upon conversion. A loss on extinguishment of debt of $882 was recorded as a result of the difference in carrying value of the debt, inclusive of the associated debt discount and capitalized debt issuance costs, compared to the FMV of the consideration given comprising both common stock issued and cash paid. The proportionate amount of the underlying derivative instrument was also extinguished as calculated on the respective conversion dates in September 2017. See Note 8. "Fair Value Measurements for more information. As of September 30, 2017 , the outstanding principal on the Notes was $10,000 , the unamortized debt issuance costs and debt discount in aggregate was $3,491 , and the net carrying amount of the Notes was $6,509 , which was recorded as long-term debt within the consolidated balance sheet. The Company recorded $327 and $680 , respectively, of aggregate debt discount and debt issuance cost amortization during the three and six months ended September 30, 2017 , and $339 and $681 , respectively, for the three and six months ended September 30, 2016 . Inclusive of the Notes issued on September 28, 2016 and the NAC subordinated debenture which was retired in full on September 28, 2016, the Company recorded $335 and $689 , respectively, of interest expense during the three and six months ended September 30, 2017 and $282 and $623 , respectively, for the three and six months ended September 30, 2016 . Senior Secured Credit Facility On May 23, 2017, the Company entered a Business Finance Agreement (the “Credit Agreement”) with Western Alliance Bank (the “Bank”). The Credit Agreement provides for a $5,000 total facility. Fifty percent of the availability of the total facility was originally subject to EX-IM Bank approval, which this approval has been received. The amounts advanced under the Credit Agreement mature in two ( 2 ) years, and accrue interest at the following rates and bear the following fees: (1) Wall Street Journal Prime Rate + 1.25% (currently approximately 5.25% ), with a floor of 4.0% . (2) Annual Facility Fee of $45.5 . (3) Early termination fee of 0.5% if terminated during the first year. The obligations under the Credit Agreement are secured by a perfected first position security interest in all assets of the Company and its subsidiaries, subject to partial ( 65% ) pledges of stock of non-US subsidiaries. The Company’s subsidiaries Digital Turbine USA and Digital Turbine Media are co-borrowers. In addition to customary covenants, including restrictions on payments (subject to specified exceptions), and restrictions on indebtedness (subject to specified exceptions), the Credit Agreement requires the Company to comply with the following financial covenants, measured on a monthly basis: (1) Maintain a Current Ratio of at least 0.65 , defined as unrestricted cash plus accounts receivable, divided by all current liabilities. (2) Revenue must exceed 85% of projected quarterly revenue. As of September 30, 2017 , the Company was in compliance with the covenants of the Credit Agreement. The Credit Agreement requires that at least two-thirds (2/3rds) of the holders of the Notes at all times be subject to subordination agreements with the Bank, which were obtained in connection with the solicitation of consents for the Second Supplemental Indenture described below. The Credit Agreement contains other customary covenants, representations, indemnities and events of default. At September 30, 2017 , the gross outstanding principle on the Credit Agreement was $2,500 which is presented, net of capitalized debt issuance costs of $290 , as net secured short-term line of credit of $2,210 . Second Supplemental Indenture and Warrant Amendment. The Company obtained the consent of the holders of at least two-thirds (2/3rds) of the Notes, which were held by a small number of institutional investors, in order to obtain a waiver of the covenant in the Indenture regarding incurrence of secured debt. In consideration for such consents, the Company entered into a Second Supplemental Indenture, dated May 23, 2017 (the “Supplemental Indenture”) to the Indenture, and also entered into a First Amendment, dated May 23, 2017 (the “Warrant Amendment”) to the Warrant Agreement , dated September 28, 2016, with US Bank as warrant agent (the “Warrant Agreement”), related to the Warrants that were issued in connection with the Notes in September 2017. The Supplemental Indenture and Warrant Amendment provided for a 30 day stock price measurement period to determine whether or not there would be any change to the conversion price or exercise price of the Company’s outstanding convertible notes or related warrants. The measurement period concluded on September 20, 2017, with no change to the existing $1.364 per share conversion or exercise price of our convertible notes or related warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The inputs to the valuation techniques used to measure fair value are classified into the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The Company’s financial liabilities as of the issuance date of the convertible notes on the initial measurement date of September 28, 2016 are presented below at fair value and were classified within the fair value hierarchy as follows: Level 1 Level 2 Level 3 Balance at Inception Financial Liabilities Convertible note embedded derivative liability $ — $ — $ 3,693 $ 3,693 Warrant liability — — 1,223 1,223 Total $ — $ — $ 4,916 $ 4,916 The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the liability. Considerable judgment is necessary to interpret market data and determine an estimated fair value. The use of different market assumptions or valuation methods may have a material effect on the estimated fair values. Fair value of the Notes is determined using the residual method of accounting whereby, first, a portion of the proceeds from the issuance of the Notes is allocated to derivatives embedded in the Notes and the warrants issued in connection with the issuance of the Notes, and the proceeds so allocated are accounted for as a convertible note embedded derivative liability and warrant liability, respectively, and second, the remainder of the proceeds from the issuance of the Notes is allocated to the convertible notes, resulting in debt discount amounting to $4,916 . The convertible notes will remain on the consolidated balance sheet at historical cost, accreted up for the amount of cumulative amortization of the debt discount over the life of the debt. The method of determining the fair value of the convertible note embedded derivative liability and warrant liability are described subsequently in this note. Market risk associated with the convertible note embedded derivative liability and warrant liability relates to the potential reduction in fair value and negative impact to future earnings from an increase in price of the Company's common stock. Please refer to Note 7. "Debt" for more information. The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. As of September 30, 2017 and March 31, 2017 , the Company’s financial assets and financial liabilities are presented below at fair value and were classified within the fair value hierarchy as follows: Level 1 Level 2 Level 3 Balance as of September 30, 2017 (Unaudited) Financial Liabilities Convertible note embedded derivative liability $ — $ — $ 5,116 $ 5,116 Warrant liability — — 2,704 2,704 Total $ — $ — $ 7,820 $ 7,820 Level 1 Level 2 Level 3 Balance as of March 31, 2017 Financial Liabilities Convertible note embedded derivative liability $ — $ — $ 3,218 $ 3,218 Warrant liability — — 1,076 1,076 Total $ — $ — $ 4,294 $ 4,294 Convertible Note Embedded Derivative Liability On September 28, 2016, the Company sold to BTIG, LLC (the "Initial Purchaser"), $16,000 principal amount of 8.75% convertible notes maturing on September 23, 2020 (the “Notes”), unless converted, repurchased, or redeemed in accordance with their terms prior to such date. We evaluated the terms and features of our convertible notes and identified embedded derivatives (conversion options that contain “make-whole interest” provisions, fundamental change provisions, or down round conversion price adjustment provisions; collectively called the "convertible note embedded derivative liability") requiring bifurcation and accounting at fair value because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting. ASC 815-10-15-83 (c) states that if terms implicitly or explicitly require or permit net settlement, then it can readily be settled net by means outside the contract, or it provides for delivery of an asset that puts the recipient in a position not substantially different from net settlement. The conversion features related to the convertible notes consists of a “make-whole interest” provision, fundamental change provision, and down round conversion price adjustment provisions, which if the convertible notes were to be converted, would put the convertible note holder in a position not substantially different from net settlement. Given this fact pattern, the conversion features meet the definition of embedded derivatives and require bifurcation and accounting at fair value. The convertible note embedded derivative liability represent the fair value of the conversion option, fundamental change provision, and "make-whole" provisions, as well as the down round conversion price adjustment or conversion rate adjustment provisions of the convertible notes. There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the derivative liability using a lattice approach that incorporates a Monte Carlo simulation valuation model. A Monte Carlo simulation valuation model considers the Company's future stock price, stock price volatility, probability of a change of control and the trading information of the Company's common stock into which the notes are or may become convertible. The Company marks the derivative liability to market at the end of each reporting period due to the conversion price not being indexed to the Company's own stock. Changes in the fair value of the convertible note embedded derivative liability is reflected in our consolidated statements of operations as “Change in fair value of convertible note embedded derivative liability.” The following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability measured at fair value using significant unobservable inputs (Level 3): Level 3 Balance at March 31, 2017 $ 3,218 Change in fair value of convertible note embedded derivative liability 4,652 Derecognition on extinguishment or conversion (2,754 ) Balance at September 30, 2017 $ 5,116 Due to the valuation of the derivative liability being highly sensitive to the trading price of the Company's stock, the increase and decrease in the trading price of the Company's stock has the impact of increasing the (loss) and gain, respectively. During the three months ended September 30, 2017 , the Company recorded a loss from change in fair value of convertible note embedded derivative liability of $3,344 due to the increase in the Company's closing stock price during the current quarter from $1.03 to $1.51 , offset by the extinguishment of $6,000 of Notes, and the underlying derivative instruments, during the current quarter. During the six months ended September 30, 2017 , the Company recorded a loss from change in fair value of convertible note embedded derivative liability of $4,652 due to the increase in the Company's closing stock price during the current fiscal year from $0.94 to $1.51 , offset by the derecognition of $2,754 of derivative liability on the extinguishment of $6,000 of Notes, and the underlying derivative instruments, during the current quarter. During the three and six months ended September 30, 2016 , the Company recorded a loss from change in fair value of convertible note embedded derivative liability of $430 due to the increase in the Company's closing stock price from inception to the period ended September 30, 2016 from $0.99 to $1.05 . The market-based assumptions and estimates used in valuing the convertible note embedded derivative liability include amounts in the following amounts: September 30, 2017 Stock price volatility 70 % Probability of change in control 1.75 % Stock price (per share) $1.51 Expected term 3.00 years Risk-free rate (1) 1.61 % Assumed early conversion/exercise price (per share) $2.73 (1) The Monte Carlo simulation assumes the continuously compounded equivalent (CCE) interest rate of 1.0% based on the average of the 3-year and 5-year U.S. Treasury securities as of the valuation date. Changes in valuation assumptions can have a significant impact on the valuation of the convertible note embedded derivative liability. For example, all other things being equal, a decrease/ increase in our stock price, probability of change of control, or stock price volatility decreases/increases the valuation of the liabilities, whereas a decrease/increase in risk-free interest rates increases/decreases the valuation of the liabilities. Warrant Liability The Company issued detachable warrants with the convertible notes issued on September 28, 2016. The Company accounts for its warrants issued in accordance with US GAAP accounting guidance under ASC 815 applicable to derivative instruments, which requires every derivative instrument within its scope to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings. Based on this guidance, the Company determined that these warrants did not meet the criteria for classification as equity. Accordingly, the Company classified the warrants as long-term liabilities. The warrants are subject to re-measurement at each balance sheet date, with any change in fair value recognized as a component of other income (expense), net in the statements of operations. We estimated the fair value of these warrants at the respective balance sheet dates using a lattice approach that incorporates a Monte Carlo simulation that considers the Company's future stock price. Option pricing models employ subjective factors to estimate warrant liability; and, therefore, the assumptions used in the model are judgmental. Changes in the fair value of the warrant liability is primarily related to the change in price of the underlying common stock of the Company and is reflected in our consolidated statements of operations as “Change in fair value of warrant liability.” The following table provides a reconciliation of the beginning and ending balances for the warrant liability measured at fair value using significant unobservable inputs (Level 3): Level 3 Balance at March 31, 2017 $ 1,076 Change in fair value of warrant liability 1,628 Balance at September 30, 2017 $ 2,704 Due to the valuation of the derivative liability being highly sensitive to the trading price of the Company's stock, the increase and decrease in the trading price of the Company's stock has the impact of increasing the (loss) and gain, respectively. Due to the Company's closing stock price increasing during the three and six months ended September 30, 2017 , from $1.03 to $1.51 and $0.94 to $1.51 , respectively, this had the impact during the three and six months ended September 30, 2017 of recording a loss from change in fair value of convertible note embedded derivative liability of $1,164 and $1,628 , respectively. The market-based assumptions and estimates used in valuing the warrant liability include amounts in the following amounts: September 30, 2017 Stock price volatility 70 % Probability of change in control 1.75 % Stock price (per share) $1.51 Expected term 3.00 years Risk-free rate (1) 1.61 % Assumed early conversion/exercise price (per share) $2.73 (1) The Monte Carlo simulation assumes the continuously compounded equivalent (CCE) interest rate of 1.0% based on the average of the 3-year and 5-year U.S. Treasury securities as of the valuation date. Changes in valuation assumptions can have a significant impact on the valuation of the warrant liability. For example, all other things being equal, a decrease/increase in our stock price, probability of change of control, or stock price volatility decreases/increases the valuation of the liabilities, whereas a decrease/increase in risk-free interest rates increases/decreases the valuation of the liabilities. |
Description of Stock Plans
Description of Stock Plans | 6 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Description of Stock Plans | Description of Stock Plans Employee Stock Plan The Company is currently issuing stock awards under the Amended and Restated Digital Turbine, Inc. 2011 Equity Incentive Plan (the “2011 Plan”), which was approved and adopted by our stockholders by written consent on May 23, 2012. No future grants will be made under the previous plan, the 2007 Employee, Director and Consultant Stock Plan (the “2007 Plan”). The 2011 Plan and 2007 Plan are collectively referred to as "Digital Turbine's Incentive Plans." In the year ended March 31, 2015, in connection with the acquisition of Appia, the Company assumed the Appia, Inc. 2008 Stock Incentive Plan (the “Appia Plan”). Digital Turbine’s Incentive Plans and the Appia Plan are all collectively referred to as the “Stock Plans.” The 2011 Plan provides for grants of stock-based incentive awards to our and our subsidiaries’ officers, employees, non-employee directors, and consultants. Awards issued under the 2011 Plan can include stock options, stock appreciation rights (“SARs”), restricted stock, and restricted stock units (sometimes referred to individually or collectively as “Awards”). Stock options may be either “incentive stock options” (“ISOs”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options (“NQSOs”). The 2011 Plan reserves 20,000,000 shares for issuance, of which 9,285,919 and 9,665,123 remained available for future grants as of September 30, 2017 and March 31, 2017 , respectively. The change over the comparative period represents stock option grants, stock option forfeitures/cancellations, and restricted shares of common stock of 872,000 , 757,934 , and 265,138 , respectively. Stock Option Agreements Stock options granted under Digital Turbine's Stock Plans typically vest over a three -to- four year period. These options, which are granted with option exercise prices equal to the fair market value of the Company’s common stock on the date of grant, generally expire up to ten years from the date of grant. In the year ended March 31, 2015, in connection with the Appia acquisition, the Company exchanged stock options previously granted under the Appia Plan for options to purchase shares of the Company’s common stock under the 2011 Plan. These assumed Appia options typically vest over a period of four years and generally expire within ten years from the date of grant. Compensation expense for all stock options is recognized on a straight-line basis over the requisite service period. Stock Option Activity The following table summarizes stock option activity for the Stock Plans for the periods or as of the dates indicated: Number of Weighted Average Weighted Average Aggregate Intrinsic Options Outstanding, March 31, 2017 9,735,778 $ 2.56 7.95 $ 801 Granted 872,000 1.06 Forfeited / Cancelled (757,934 ) 2.19 Exercised (24,211 ) 0.71 Options Outstanding, September 30, 2017 9,825,633 2.46 7.71 3,320 Vested and expected to vest (net of estimated forfeitures) at September 30, 2017 (a) 8,753,144 2.64 7.53 2,727 Exercisable, September 30, 2017 4,162,328 $ 4.23 6.10 $ 536 (a) For options vested and expected to vest, options exercisable, and options outstanding, the aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Digital Turbine's closing stock price on September 30, 2017 and the exercise price multiplied by the number of in-the-money options) that would have been received by the option holders, had the holders exercised their options on September 30, 2017 . The intrinsic value changes based on changes in the price of the Company's common stock. Information about options outstanding and exercisable at September 30, 2017 is as follows: 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 7,652 $ 0.24 2.48 7,652 $ 0.24 $0.51 - 1.00 3,359,407 $ 0.73 9.04 438,141 $ 0.69 $1.01 - 1.50 2,892,564 $ 1.28 8.70 635,671 $ 1.24 $1.51 - 2.00 206,333 $ 1.51 7.88 114,973 $ 1.51 $2.01 - 2.50 253,779 $ 2.43 3.33 220,445 $ 2.42 $2.51 - 3.00 891,532 $ 2.62 6.73 773,778 $ 2.63 $3.51 - 4.00 840,300 $ 3.96 7.02 732,385 $ 3.96 $4.01 - 4.50 844,066 $ 4.14 5.82 721,369 $ 4.14 $4.51 - 5.00 60,000 $ 4.65 5.49 60,000 $ 4.65 $5.01 and over 470,000 $ 16.32 1.26 457,914 $ 16.60 9,825,633 4,162,328 Other information pertaining to stock options for the Stock Plans for the six months ended September 30, 2017 and 2016 , as stated in the table below, is as follows: September 30, 2017 2016 Total fair value of options vested $ 1,461 $ 2,452 Total intrinsic value of options exercised (a) $ 9 $ 8 (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 six months ended September 30, 2017 and 2016 . During the six months ended September 30, 2017 and 2016 , the Company granted options to purchase 872,000 and 1,037,000 shares of its common stock, respectively, to employees with weighted-average grant-date fair values of $1.06 and $0.82 , respectively. At September 30, 2017 and 2016 , there was $3,254 and $6,731 of total unrecognized stock-based compensation expense, respectively, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted-average period of 2.02 and 2.31 years, respectively. Valuation of Awards For stock options granted under Digital Turbine’s Stock Plans, the Company typically uses the Black-Scholes option pricing model to estimate the fair value of stock options at grant date. The Black-Scholes option pricing model incorporates various assumptions, including volatility, expected term, risk-free interest rates, and dividend yields. The assumptions utilized in this model for options granted during the three and six months ended September 30, 2017 are presented below. September 30, 2017 Risk-free interest rate 1.8% to 2.3% Expected life of the options 5.69 to 9.93 years Expected volatility 73% Expected dividend yield —% Expected forfeitures 20% Expected volatility is based on a blend of implied and historical volatility of the Company's common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options. The Company uses this blend of implied and historical volatility, as well as other economic data, because management believes such volatility is more representative of prospective trends. The expected term of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees. Total stock compensation expense for the Company’s Stock Plans for the three and six months ended September 30, 2017 and 2016 , which includes both stock options and restricted stock, was $765 and $1,629 , respectively, and $ 1,173 and $2,476 , respectively. Please refer to Note 10. "Capital Stock Transactions" regarding restricted stock. |
Capital Stock Transactions
Capital Stock Transactions | 6 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Capital Stock Transactions | Capital Stock Transactions Preferred Stock There are 2,000,000 shares of Series A Convertible Preferred Stock, $0.0001 par value per share (“Series A”), authorized and 100,000 shares issued and outstanding, which are currently convertible into 20,000 shares of common stock. The Series A holders are entitled to: (1) vote on an equal per share basis as common stock, (2) dividends paid to the common stock holders on an if-converted basis and (3) a liquidation preference equal to the greater of $10 per share of Series A (subject to adjustment) or such amount that would have been paid to the common stock holders on an if-converted basis. Common Stock and Warrants In September 2017, in connection with the redemption of $6,000 of the Notes, the Company issued 5,043,018 shares to the holders of those Notes in exchange for the extinguishment of the Notes. Refer to Note 7 "Debt" and Note 8 "Fair Value Measurements" for more details. The following table provides activity for warrants issued and outstanding during the six months ended September 30, 2017 : Number of Warrants Outstanding Weighted-Average Exercise Price Outstanding as of March 31, 2017 5,003,813 1.62 Issued — — Exercised — — Expired (71,428 ) 3.50 Outstanding as of September 30, 2017 4,932,385 1.59 Restricted Stock Agreements From time to time, the Company enters into restricted stock agreements (“RSAs”) with certain employees, directors, and consultants. The RSAs have performance conditions, market conditions, time conditions, or a combination thereof. In some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period, from three months to two years, depending on the terms of the RSA. As reported in our Current Reports on Form 8-K filed with the SEC on February 12, 2014 and June 25, 2014, the Company adopted a Board Member Equity Ownership Policy that supersedes any post-vesting lock-up in RSAs that are applicable to people covered by the policy, which includes the Company’s Board of Directors and Chief Executive Officer. Service and Time Condition RSAs Awards of restricted stock are grants of restricted stock that are issued at no cost to the recipient. The cost of these awards is determined using the fair market value of the Company’s common stock on the date of the grant. Compensation expense for restricted stock awards with a service condition is recognized on a straight-line basis over the requisite service period. In August 2017, the Company issued 265,138 restricted shares to its directors for services. The shares vest over one year. The fair value of the shares on the date of issuance was $289 . With respect to time condition RSAs, the Company expensed $74 and $150 during the three and six months ended September 30, 2017 , and $86 and $166 during three and six months ended September 30, 2016 , respectively. The following is a summary of restricted stock awards and activities for all vesting conditions for the six months ended September 30, 2017 : 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 (139,318 ) 1.10 Cancelled — — Unvested restricted stock outstanding as of September 30, 2017 265,138 1.09 All restricted shares, vested and unvested, cancellable and not cancelled, have been included in the outstanding shares as of September 30, 2017 . At September 30, 2017 , there was $241 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards expected to be recognized over a weighted-average period of approximately 0.83 years. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase, and excludes any dilutive effects of employee stock-based awards in periods where the Company has net losses. Because the Company had net losses for the three and six months ended September 30, 2017 and 2016 , all potentially dilutive shares of common stock were determined to be anti-dilutive, and accordingly, were not included in the calculation of diluted net loss per share. The following table sets forth the computation of net loss per share of common stock (in thousands, except per share amounts): Three Months Ended September 30, Six Months Ended September 30, 2017 2016 2017 2016 Net loss $ (6,458 ) $ (7,341 ) $ (10,633 ) $ (14,753 ) Weighted-average common shares outstanding, basic and diluted 66,846 66,457 66,723 66,358 Basic and diluted net loss per common share $ (0.10 ) $ (0.11 ) $ (0.16 ) $ (0.22 ) Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive 1,428 156 1,238 81 |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | I ncome Taxes Our provision for income taxes as a percentage of pre-tax earnings (“effective tax rate”) is based on a current estimate of the annual effective income tax rate, adjusted to reflect the impact of discrete items. In accordance with ASC 740, jurisdictions forecasting losses that are not benefited due to valuation allowances are not included in our forecasted effective tax rate. During the three and six months ended September 30, 2017 , a tax benefit of $884 and $853 , respectively, resulted in an effective tax rate of 12.0% and 7.4% , respectively. Differences in the tax provision and the statutory rate are primarily due to changes in the valuation allowance. The tax benefit reported in the current quarter is largely due to changes resulting from the finalization of the transfer pricing study. During the three and six months ended September 30, 2016 , a tax benefit of $ 437 and $141 , respectively, resulted in an effective tax rate of 5.6% and 1.0% , respectively. Differences in the tax provision and statutory rate are primarily due to changes in the valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company may be involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in the ordinary course of its business, including those identified below, and we do not believe that these proceedings and claims would reasonably be expected to have a material adverse effect on our financial position, results of operations or cash flows. The Company accrues a liability when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. The Company reviews these accruals at least quarterly, and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained and the Company's views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in the Company's accrued liabilities would be recorded in the period in which such determination is made. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated, and therefore, accruals have not been made. In those cases, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such proceedings, we disclose the estimate of the amount of loss or possible range of loss, or disclose that an estimate of loss cannot be made, as applicable. No significant legal matters or other proceedings exist at this time. Accordingly the Company has accrued no liability. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company manages its business in three operating segments: O&O, A&P, and Content. The three operating segments have been aggregated into two reportable segments: Advertising and Content. Our chief operating decision maker does not evaluate operating segments using asset information. The Company has considered guidance in Accounting Standards Codification (ASC) 280 in reaching its conclusion with respect to aggregating its operating segments into two reportable segments. Specifically, the Company has evaluated guidance in ASC 280-10-50-11 and determined that aggregation is consistent with the objectives of ASC 280 in that aggregation into two reportable segments allows users of our financial statements to view the Company’s business through the eyes of management based upon the way management reviews performance and makes decisions. Additional factors that were considered included: whether or not the operating segments have similar economic characteristics, the nature of the products/services under each operating segment, the nature of the production/go-to-market process, the type and geographic location of our customers, and the distribution of our products/services. The following table sets forth segment information on our net revenues and loss from operations for the three and six months ended September 30, 2017 and 2016 . Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Content Advertising Total Content Advertising Total Net revenues $ 9,784 $ 18,107 $ 27,891 $ 7,626 $ 15,206 $ 22,832 Loss from operations (1,006 ) (244 ) (1,250 ) (1,346 ) (4,961 ) (6,307 ) Six Months Ended September 30, 2017 Six Months Ended September 30, 2016 Content Advertising Total Content Advertising Total Net revenues $ 17,714 $ 36,297 $ 54,011 $ 18,856 $ 28,015 $ 46,871 Loss from operations (2,108 ) (666 ) (2,774 ) (2,751 ) (10,005 ) (12,756 ) The following table sets forth geographic information on our net revenues for the three and six months ended September 30, 2017 and 2016 . Net revenues by geography are based on the billing addresses of our customers. Three Months Ended September 30, 2017 2016 Net revenues United States and Canada $ 8,292 $ 8,811 Europe, Middle East, and Africa 2,351 4,047 Asia Pacific and China 16,193 9,558 Mexico, Central America, and South America 1,055 416 Consolidated net revenues $ 27,891 $ 22,832 Six Months Ended September 30, 2017 2016 Net revenues United States and Canada $ 15,485 $ 15,480 Europe, Middle East, and Africa 4,885 7,805 Asia Pacific and China 30,948 22,954 Mexico, Central America, and South America 2,693 632 Consolidated net revenues $ 54,011 $ 46,871 |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Statements | 6 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
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 September 30, 2017 and March 31, 2017 ; consolidated statements of operations for the three and six months ended September 30, 2017 and 2016 ; and condensed consolidated statements of cash flows for the six months ended September 30, 2017 and 2016 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, 2017 or 2016 . Condensed Consolidated Balance Sheet as of September 30, 2017 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated Total ASSETS Current assets Cash $ 533 $ 4,878 $ 456 $ 5,867 Restricted cash 156 175 — 331 Accounts receivable, net of allowance of $832 — 23,110 677 23,787 Deposits — 117 — 117 Prepaid expenses and other current assets 217 213 14 444 Total current assets 906 28,493 1,147 30,546 Property and equipment, net 55 2,493 17 2,565 Deferred tax assets 688 688 Intangible assets, net 1 1,900 1,492 3,393 Goodwill — 70,377 6,244 76,621 TOTAL ASSETS $ 1,650 $ 103,263 $ 8,900 $ 113,813 INTERCOMPANY Intercompany payable/receivable, net 121,681 (106,267 ) (15,414 ) — LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 751 $ 22,326 $ 200 $ 23,277 Accrued license fees and revenue share — 10,051 391 10,442 Accrued compensation 534 1,342 — 1,876 Short-term debt, net of debt issuance costs and discounts of $290 2,210 — — 2,210 Other current liabilities 714 544 (64 ) 1,194 Total current liabilities 4,209 34,263 527 38,999 Convertible notes, net of debt issuance costs and discounts of $3,491 6,509 — — 6,509 Convertible note embedded derivative liability 5,116 — — 5,116 Warrant liability 2,704 — — 2,704 Other non-current liabilities 168 73 — 241 Total liabilities 18,706 34,336 527 53,569 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; 72,396,491 issued and 71,662,035 outstanding at September 30, 2017. 10 — — 10 Additional paid-in capital 308,415 — — 308,415 Treasury stock (754,599 shares at September 30, 2017) (71 ) — — (71 ) Accumulated other comprehensive loss (18 ) (1,443 ) 1,135 (326 ) Accumulated deficit (203,811 ) (35,897 ) (8,176 ) (247,884 ) Total stockholders' equity 104,625 (37,340 ) (7,041 ) 60,244 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 123,331 $ (3,004 ) $ (6,514 ) $ 113,813 Condensed Consolidated Balance Sheet as of March 31, 2017 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated Total ASSETS Current assets Cash $ 258 $ 5,333 $ 558 $ 6,149 Restricted cash 156 175 — 331 Accounts receivable, net of allowance of $597 — 15,740 814 16,554 Deposits — 121 — 121 Prepaid expenses and other current assets 282 226 2 510 Total current assets 696 21,595 1,374 23,665 Property and equipment, net 64 2,296 17 2,377 Deferred tax assets 352 — — 352 Intangible assets, net — 2,647 1,918 4,565 Goodwill — 70,377 6,244 76,621 TOTAL ASSETS $ 1,112 $ 96,915 $ 9,553 $ 107,580 INTERCOMPANY Intercompany payable/receivable, net 123,800 (107,348 ) (16,452 ) — LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 1,023 $ 18,697 $ 148 $ 19,868 Accrued license fees and revenue share — 8,312 217 8,529 Accrued compensation 32 1,041 — 1,073 Other current liabilities 794 510 — 1,304 Total current liabilities 1,849 28,560 365 30,774 Convertible notes, net of debt issuance costs and discounts of $6,315 9,685 — — 9,685 Convertible note embedded derivative liability 3,218 — — 3,218 Warrant liability 1,076 — — 1,076 Other non-current liabilities 695 87 — 782 Total liabilities 16,523 28,647 365 45,535 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; 67,329,262 issued and 66,594,806 outstanding at March 31, 2017 8 — — 8 Additional paid-in capital 299,580 — — 299,580 Treasury stock (754,599 shares at March 31, 2017) (71 ) — — (71 ) Accumulated other comprehensive loss — (1,704 ) 1,383 (321 ) Accumulated deficit (191,228 ) (37,376 ) (8,647 ) (237,251 ) Total stockholders' equity 108,389 (39,080 ) (7,264 ) 62,045 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 124,912 $ (10,433 ) $ (6,899 ) $ 107,580 Consolidated Statement of Operations and Comprehensive Loss for the three months ended September 30, 2017 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Consolidated Total Net revenues $ — $ 40,775 $ 504 $ (13,388 ) $ 27,891 Cost of revenues License fees and revenue share — 32,991 282 (13,388 ) 19,885 Other direct cost of revenues — 430 213 — 643 Total cost of revenues — 33,421 495 (13,388 ) 20,528 Gross profit — 7,354 9 — 7,363 Operating expenses Product development 7 2,812 18 — 2,837 Sales and marketing 72 1,547 69 — 1,688 General and administrative 2,393 1,575 120 — 4,088 Total operating expenses 2,472 5,934 207 — 8,613 Income / (loss) from operations (2,472 ) 1,420 (198 ) — (1,250 ) Interest and other expense, net Interest expense, net (662 ) — — — (662 ) Foreign exchange transaction loss — (73 ) — — (73 ) Change in fair value of convertible note embedded derivative liability (3,344 ) — — — (3,344 ) Change in fair value of warrant liability (1,164 ) — — — (1,164 ) Loss on extinguishment of debt (882 ) — — — (882 ) Other income 28 4 1 — 33 Total interest and other expense, net (6,024 ) (69 ) 1 — (6,092 ) Income / (loss) from operations before income taxes (8,496 ) 1,351 (197 ) — (7,342 ) Income tax benefit (884 ) — — — (884 ) Net income / (loss) $ (7,612 ) $ 1,351 $ (197 ) $ — $ (6,458 ) Other comprehensive income / (loss) Foreign currency translation adjustment — 219 (216 ) — 3 Comprehensive income / (loss) $ (7,612 ) $ 1,570 $ (413 ) $ — $ (6,455 ) Consolidated Statement of Operations and Comprehensive Loss for the six months ended September 30, 2017 (Unaudited) (in thousands, except par value and share amounts) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Consolidated Total Net revenues $ — $ 78,712 $ 851 $ (25,552 ) $ 54,011 Cost of revenues License fees and revenue share — 63,860 458 (25,552 ) 38,766 Other direct cost of revenues — 839 427 — 1,266 Total cost of revenues — 64,699 885 (25,552 ) 40,032 Gross profit — 14,013 (34 ) — 13,979 Operating expenses Product development 12 5,553 30 — 5,595 Sales and marketing 174 2,950 122 — 3,246 General and administrative 4,718 3,000 194 — 7,912 Total operating expenses 4,904 11,503 346 — 16,753 Income / (loss) from operations (4,904 ) 2,510 (380 ) — (2,774 ) Interest and other expense, net Interest expense, net (1,369 ) — — — (1,369 ) Foreign exchange transaction loss — (217 ) — — (217 ) Change in fair value of convertible note embedded derivative liability (4,652 ) — — — (4,652 ) Change in fair value of warrant liability (1,628 ) — — — (1,628 ) Loss on extinguishment of debt (882 ) — — — (882 ) Other income (21 ) 57 — — 36 Total interest and other expense, net (8,552 ) (160 ) — — (8,712 ) Income / (loss) from operations before income taxes (13,456 ) 2,350 (380 ) — (11,486 ) Income tax benefit (853 ) — — — (853 ) Net income / (loss) $ (12,603 ) $ 2,350 $ (380 ) $ — $ (10,633 ) Other comprehensive income / (loss) Foreign currency translation adjustment — (5 ) — — (5 ) Comprehensive income / (loss) $ (12,603 ) $ 2,345 $ (380 ) $ — $ (10,638 ) Consolidated Statement of Operations and Comprehensive Loss for the three months ended September 30, 2016 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination 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 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 ) Loss on settlement of debt — — — — — Gain / (loss) on disposal of fixed assets — — — — — Gain on change in valuation of long-term contingent liability — — — — — Other income 14 1 — — 15 Total interest and other expense, net (855 ) (616 ) — — (1,471 ) Loss from operations before income taxes (3,989 ) (3,682 ) (107 ) — (7,778 ) Income tax benefit (437 ) — — — (437 ) Net loss $ (3,552 ) $ (3,682 ) $ (107 ) $ — $ (7,341 ) Other comprehensive income / (loss) Foreign currency translation adjustment (80 ) — — — (80 ) Comprehensive loss $ (3,632 ) $ (3,682 ) $ (107 ) $ — $ (7,421 ) Consolidated Statement of Operations and Comprehensive Loss for the six months ended September 30, 2016 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination 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 5,885 163 — 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 Loss from operations (7,185 ) (5,534 ) (37 ) — (12,756 ) Interest and other income / (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 income / (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 ) Condensed Consolidated Statement of Cash Flows for the six months ended September 30, 2017 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated Total Cash flows from operating activities Net loss $ (12,603 ) $ 2,350 $ (380 ) $ (10,633 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9 1,391 408 1,808 Change in allowance for doubtful accounts — 243 (8 ) 235 Amortization of debt discount and debt issuance costs 680 — — 680 Accrued interest (24 ) — — (24 ) Stock-based compensation 1,479 — — 1,479 Stock based compensation for services rendered 150 — — 150 Change in fair value of convertible note embedded derivative liability 4,652 — — 4,652 Change in fair value of warrant liability 1,628 — — 1,628 Loss on extinguishment of debt 882 — — 882 (Increase) / decrease in assets: Accounts receivable — (7,614 ) 146 (7,468 ) Deposits — 4 — 4 Deferred tax assets (336 ) — — (336 ) Prepaid expenses and other current assets 33 45 (12 ) 66 Increase / (decrease) in liabilities: Accounts payable (272 ) 3,630 51 3,409 Accrued license fees and revenue share — 1,736 176 1,912 Accrued compensation 501 302 — 803 Other current liabilities 2,096 (1,679 ) (503 ) (86 ) Other non-current liabilities (529 ) (12 ) — (541 ) Intercompany movement of cash 3 (28 ) 25 — Net cash used in operating activities (1,651 ) 368 (97 ) (1,380 ) Cash flows from investing activities Capital expenditures — (818 ) (5 ) (823 ) Net cash used in investing activities — (818 ) (5 ) (823 ) Cash flows from financing activities Proceeds from short-term borrowings 2,500 — — 2,500 Payment of debt issuance costs (346 ) — — (346 ) Options exercised 19 — — 19 Stock issued for cash in stock offering, net (247 ) — — (247 ) Net cash provided by financing activities 1,926 — — 1,926 Effect of exchange rate changes on cash — (5 ) — (5 ) Net change in cash 275 (455 ) (102 ) (282 ) Cash, beginning of period 258 5,333 558 6,149 Cash, end of period $ 533 $ 4,878 $ 456 $ 5,867 Condensed Consolidated Statement of Cash Flows for the six months ended September 30, 2016 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries 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 and debt issuance costs — 681 — 681 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 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 from issuance of convertible notes — 16,000 — 16,000 Proceeds from short-term borrowings — (11,000 ) — (11,000 ) Payment of debt issuance costs — (2,091 ) — (2,091 ) Options exercised 11 — — 11 Net cash provided by financing activities 11 2,909 — 2,920 Effect of exchange rate changes on cash (53 ) — — (53 ) Net change in cash (3,166 ) 1,349 2 (1,815 ) Cash, beginning of period 6,712 4,466 53 11,231 Cash, end of period $ 3,546 $ 5,815 $ 55 $ 9,416 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events None. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Interim Consolidated Financial Information | Interim Consolidated Financial Information The accompanying consolidated financial statements of Digital Turbine, Inc. should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission ("SEC") in Digital Turbine, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 , as amended. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of Digital Turbine, Inc. and its consolidated subsidiaries at September 30, 2017 , the results of its operations and corresponding comprehensive loss, and its cash flows for the six months ended September 30, 2017 and 2016 . The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. The results of operations for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2018 . The significant accounting policies and recent accounting pronouncements were described in Note 4 of the consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2017 . There have been no significant changes in or updates to the accounting policies since March 31, 2017 . Only new accounting pronouncements, pertinent to the Company, issued subsequent to the issuance of our Annual Report are described below. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features, which addresses the complexity of accounting for certain financial instruments with down round features under current guidance criterion. With this new update, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. This guidance is to be applied retrospectively for instruments outstanding as of the adoption date. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application is permitted. The Company will adopt ASU 2017-11 during the quarter ended June 30, 2019, and does not expect the impact of this ASU to have a material impact on its consolidated results of operations, financial condition and cash flows. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation, which modifies the scope of share-based payment award modification accounting in an effort to provide clarity and reduce diversity in practice under old guidance. Under this new standard, an entity should apply modification accounting (Topic 718) unless specific criterion related to fair value, vesting conditions, and equity/liability classification are all met. This guidance is to be applied prospectively for awards modified on or after the adoption date. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. Early application is permitted. The Company will adopt ASU 2017-09 during the quarter ended June 30, 2018, and does not expect the impact of this ASU to have a material impact on its consolidated results of operations, financial condition and cash flows. In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Additionally, ASU 2014-09 requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 by one year. The deferral results in the new revenue standard being effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. ASU 2014-09, as amended, is effective using either the full retrospective or modified retrospective transition approach for fiscal years, and for interim periods within those years. In 2016 and 2017, the FASB has issued several accounting standards updates to clarify certain topics within ASU 2014-09. The Company will adopt ASU 2014-09, and its related clarifying ASUs, during the quarter ended June 30, 2018. Further, the Company is in the initial stages of evaluating the effect of the standard on its consolidated results of operations, financial condition and cash flows, but expects the impact to not be material. Other authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC did not, or are not expected to have a material effect on the Company’s consolidated financial statements |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. A significant portion of the Company’s cash is held at one major financial institution that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring advertisers' and carriers' accounts receivable balances. The Company counts all advertisers and carriers within a single corporate structure as one customer, even in cases where multiple brands, branches, or divisions of an organization enter into separate contracts with the Company. As of September 30, 2017 , two major Advertising customers and one Content customer represented approximately 15.9% , 10.0% , and 12.3% , respectively, of the Company’s net accounts receivable balance. As of March 31, 2017 , two major customers represented 11.2% and 10.7% of the Company's net accounts receivable balance, both within the Advertising business. With respect to revenue concentration, the Company defines a customer as an advertiser or a carrier that is a distinct source of revenue and is legally bound to pay for the services that the Company delivers on the advertiser’s or carrier's behalf. During the three and six months ended September 30, 2017 , Singapore Telecommunications Limited, a Content customer represented 20.0% and 18.6% of net revenues, respectively; AOL Inc., an Advertising customer represented 14.2% and 13.2% of net revenues, respectively; Telstra Corporation Limited, a Content customer represented 12.5% and 12.0% of net revenues, respectively; and Machine Zone, Inc., an Advertising customer represented 10.6% and 10.5% of net revenues, respectively. During the three and six months ended September 30, 2016 , Telstra Corporation Limited, a Content customer represented 21.3% and 27.3% of net revenues, respectively, and Jam City Inc., an Advertising customer represented 16.7% and 12.1% of net revenues, respectively. The Company partners with mobile carriers and OEMS to deliver applications on our Ignite platform through the carrier network. During the three and six months ended September 30, 2017 , Verizon Wireless, a carrier partner, generated 30.8% and 31.8% of our net revenues, respectively; while AT&T Inc., a carrier partner, primarily through its Cricket subsidiary, generated 16.7% and 15.4% of our net revenue, respectively. During the three and six months ended September 30, 2016 , Verizon Wireless, generated 28.6% and 23.7% of our net revenues, respectively. The Company may not continue to receive significant revenues from any of these or from other large customers. A reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentration, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss, reduction of business, or less favorable terms for any of the Company's significant customers. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | September 30, 2017 March 31, 2017 (Unaudited) Billed $ 15,255 $ 9,367 Unbilled 9,364 7,784 Allowance for doubtful accounts (832 ) (597 ) Accounts receivable, net $ 23,787 $ 16,554 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | September 30, 2017 March 31, 2017 (Unaudited) Computer-related equipment $ 4,965 $ 4,133 Furniture and fixtures 108 116 Leasehold improvements 143 143 Property and equipment, gross 5,216 4,392 Accumulated depreciation (2,651 ) (2,015 ) Property and equipment, net $ 2,565 $ 2,377 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible Assets | The components of intangible assets at September 30, 2017 and March 31, 2017 were as follows: As of September 30, 2017 (Unaudited) Cost Accumulated Amortization Net Software $ 11,544 $ (9,275 ) $ 2,269 Trade name / trademark 380 (380 ) — Customer list 11,300 (10,210 ) 1,090 License agreements 355 (321 ) 34 Total $ 23,579 $ (20,186 ) $ 3,393 As of March 31, 2017 Cost Accumulated Amortization Net Software $ 11,544 $ (8,191 ) $ 3,353 Trade name / trademark 380 (380 ) — Customer list 11,300 (10,152 ) 1,148 License agreements 355 (291 ) 64 Total $ 23,579 $ (19,014 ) $ 4,565 |
Estimated Future Amortization Expense | Based on the amortizable intangible assets as of September 30, 2017 , we estimate amortization expense for the next five years to be as follows: Year Ending March 31, Amortization Expense 2018 $ 1,097 2019 1,375 2020 114 2021 114 2022 114 Thereafter 579 Total $ 3,393 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long Term Debt | September 30, 2017 March 31, 2017 (Unaudited) Short-term debt Secured line of credit, net of debt issuance costs of $290 and $0, respectively $ 2,210 $ — Total short-term debt $ 2,210 $ — September 30, 2017 March 31, 2017 (Unaudited) Long-term debt Convertible notes, net of issuance costs and discounts of $3,491 and $6,315, respectively $ 6,509 $ 9,685 Total long-term debt $ 6,509 $ 9,685 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The Company’s financial liabilities as of the issuance date of the convertible notes on the initial measurement date of September 28, 2016 are presented below at fair value and were classified within the fair value hierarchy as follows: Level 1 Level 2 Level 3 Balance at Inception Financial Liabilities Convertible note embedded derivative liability $ — $ — $ 3,693 $ 3,693 Warrant liability — — 1,223 1,223 Total $ — $ — $ 4,916 $ 4,916 As of September 30, 2017 and March 31, 2017 , the Company’s financial assets and financial liabilities are presented below at fair value and were classified within the fair value hierarchy as follows: Level 1 Level 2 Level 3 Balance as of September 30, 2017 (Unaudited) Financial Liabilities Convertible note embedded derivative liability $ — $ — $ 5,116 $ 5,116 Warrant liability — — 2,704 2,704 Total $ — $ — $ 7,820 $ 7,820 Level 1 Level 2 Level 3 Balance as of March 31, 2017 Financial Liabilities Convertible note embedded derivative liability $ — $ — $ 3,218 $ 3,218 Warrant liability — — 1,076 1,076 Total $ — $ — $ 4,294 $ 4,294 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability measured at fair value using significant unobservable inputs (Level 3): Level 3 Balance at March 31, 2017 $ 3,218 Change in fair value of convertible note embedded derivative liability 4,652 Derecognition on extinguishment or conversion (2,754 ) Balance at September 30, 2017 $ 5,116 The following table provides a reconciliation of the beginning and ending balances for the warrant liability measured at fair value using significant unobservable inputs (Level 3): Level 3 Balance at March 31, 2017 $ 1,076 Change in fair value of warrant liability 1,628 Balance at September 30, 2017 $ 2,704 |
Fair Value Inputs, Liabilities, Quantitative Information | The market-based assumptions and estimates used in valuing the convertible note embedded derivative liability include amounts in the following amounts: September 30, 2017 Stock price volatility 70 % Probability of change in control 1.75 % Stock price (per share) $1.51 Expected term 3.00 years Risk-free rate (1) 1.61 % Assumed early conversion/exercise price (per share) $2.73 (1) The Monte Carlo simulation assumes the continuously compounded equivalent (CCE) interest rate of 1.0% based on the average of the 3-year and 5-year U.S. Treasury securities as of the valuation date. The market-based assumptions and estimates used in valuing the warrant liability include amounts in the following amounts: September 30, 2017 Stock price volatility 70 % Probability of change in control 1.75 % Stock price (per share) $1.51 Expected term 3.00 years Risk-free rate (1) 1.61 % Assumed early conversion/exercise price (per share) $2.73 (1) The Monte Carlo simulation assumes the continuously compounded equivalent (CCE) interest rate of 1.0% based on the average of the 3-year and 5-year U.S. Treasury securities as of the valuation date. |
Description of Stock Plans (Tab
Description of Stock Plans (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Options Granted | The following table summarizes stock option activity for the Stock Plans for the periods or as of the dates indicated: Number of Weighted Average Weighted Average Aggregate Intrinsic Options Outstanding, March 31, 2017 9,735,778 $ 2.56 7.95 $ 801 Granted 872,000 1.06 Forfeited / Cancelled (757,934 ) 2.19 Exercised (24,211 ) 0.71 Options Outstanding, September 30, 2017 9,825,633 2.46 7.71 3,320 Vested and expected to vest (net of estimated forfeitures) at September 30, 2017 (a) 8,753,144 2.64 7.53 2,727 Exercisable, September 30, 2017 4,162,328 $ 4.23 6.10 $ 536 (a) For options vested and expected to vest, options exercisable, and options outstanding, the aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Digital Turbine's closing stock price on September 30, 2017 and the exercise price multiplied by the number of in-the-money options) that would have been received by the option holders, had the holders exercised their options on September 30, 2017 . The intrinsic value changes based on changes in the price of the Company's common stock. |
Exercise Price for Options Outstanding and Options Exercisable | Information about options outstanding and exercisable at September 30, 2017 is as follows: 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 7,652 $ 0.24 2.48 7,652 $ 0.24 $0.51 - 1.00 3,359,407 $ 0.73 9.04 438,141 $ 0.69 $1.01 - 1.50 2,892,564 $ 1.28 8.70 635,671 $ 1.24 $1.51 - 2.00 206,333 $ 1.51 7.88 114,973 $ 1.51 $2.01 - 2.50 253,779 $ 2.43 3.33 220,445 $ 2.42 $2.51 - 3.00 891,532 $ 2.62 6.73 773,778 $ 2.63 $3.51 - 4.00 840,300 $ 3.96 7.02 732,385 $ 3.96 $4.01 - 4.50 844,066 $ 4.14 5.82 721,369 $ 4.14 $4.51 - 5.00 60,000 $ 4.65 5.49 60,000 $ 4.65 $5.01 and over 470,000 $ 16.32 1.26 457,914 $ 16.60 9,825,633 4,162,328 |
Schedule of Intrinsic Value of stock option | Other information pertaining to stock options for the Stock Plans for the six months ended September 30, 2017 and 2016 , as stated in the table below, is as follows: September 30, 2017 2016 Total fair value of options vested $ 1,461 $ 2,452 Total intrinsic value of options exercised (a) $ 9 $ 8 (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 six months ended September 30, 2017 and 2016 . |
Fair Value of Options Granted Using the Black-Scholes Option-Pricing Model | The assumptions utilized in this model for options granted during the three and six months ended September 30, 2017 are presented below. September 30, 2017 Risk-free interest rate 1.8% to 2.3% Expected life of the options 5.69 to 9.93 years Expected volatility 73% Expected dividend yield —% Expected forfeitures 20% |
Capital Stock Transactions (Tab
Capital Stock Transactions (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table provides activity for warrants issued and outstanding during the six months ended September 30, 2017 : Number of Warrants Outstanding Weighted-Average Exercise Price Outstanding as of March 31, 2017 5,003,813 1.62 Issued — — Exercised — — Expired (71,428 ) 3.50 Outstanding as of September 30, 2017 4,932,385 1.59 |
Non-Vested Restricted Stock Awards and Activities | The following is a summary of restricted stock awards and activities for all vesting conditions for the six months ended September 30, 2017 : 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 (139,318 ) 1.10 Cancelled — — Unvested restricted stock outstanding as of September 30, 2017 265,138 1.09 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of net loss per share of common stock (in thousands, except per share amounts): Three Months Ended September 30, Six Months Ended September 30, 2017 2016 2017 2016 Net loss $ (6,458 ) $ (7,341 ) $ (10,633 ) $ (14,753 ) Weighted-average common shares outstanding, basic and diluted 66,846 66,457 66,723 66,358 Basic and diluted net loss per common share $ (0.10 ) $ (0.11 ) $ (0.16 ) $ (0.22 ) Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive 1,428 156 1,238 81 |
Segment and Geographic Inform31
Segment and Geographic Information (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Geographic Information on Sales and Net Property and Equipment | The following table sets forth segment information on our net revenues and loss from operations for the three and six months ended September 30, 2017 and 2016 . Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 Content Advertising Total Content Advertising Total Net revenues $ 9,784 $ 18,107 $ 27,891 $ 7,626 $ 15,206 $ 22,832 Loss from operations (1,006 ) (244 ) (1,250 ) (1,346 ) (4,961 ) (6,307 ) Six Months Ended September 30, 2017 Six Months Ended September 30, 2016 Content Advertising Total Content Advertising Total Net revenues $ 17,714 $ 36,297 $ 54,011 $ 18,856 $ 28,015 $ 46,871 Loss from operations (2,108 ) (666 ) (2,774 ) (2,751 ) (10,005 ) (12,756 ) The following table sets forth geographic information on our net revenues for the three and six months ended September 30, 2017 and 2016 . Net revenues by geography are based on the billing addresses of our customers. Three Months Ended September 30, 2017 2016 Net revenues United States and Canada $ 8,292 $ 8,811 Europe, Middle East, and Africa 2,351 4,047 Asia Pacific and China 16,193 9,558 Mexico, Central America, and South America 1,055 416 Consolidated net revenues $ 27,891 $ 22,832 Six Months Ended September 30, 2017 2016 Net revenues United States and Canada $ 15,485 $ 15,480 Europe, Middle East, and Africa 4,885 7,805 Asia Pacific and China 30,948 22,954 Mexico, Central America, and South America 2,693 632 Consolidated net revenues $ 54,011 $ 46,871 |
Guarantor and Non-Guarantor F32
Guarantor and Non-Guarantor Financial Statements (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Balance Sheet | Condensed Consolidated Balance Sheet as of September 30, 2017 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated Total ASSETS Current assets Cash $ 533 $ 4,878 $ 456 $ 5,867 Restricted cash 156 175 — 331 Accounts receivable, net of allowance of $832 — 23,110 677 23,787 Deposits — 117 — 117 Prepaid expenses and other current assets 217 213 14 444 Total current assets 906 28,493 1,147 30,546 Property and equipment, net 55 2,493 17 2,565 Deferred tax assets 688 688 Intangible assets, net 1 1,900 1,492 3,393 Goodwill — 70,377 6,244 76,621 TOTAL ASSETS $ 1,650 $ 103,263 $ 8,900 $ 113,813 INTERCOMPANY Intercompany payable/receivable, net 121,681 (106,267 ) (15,414 ) — LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 751 $ 22,326 $ 200 $ 23,277 Accrued license fees and revenue share — 10,051 391 10,442 Accrued compensation 534 1,342 — 1,876 Short-term debt, net of debt issuance costs and discounts of $290 2,210 — — 2,210 Other current liabilities 714 544 (64 ) 1,194 Total current liabilities 4,209 34,263 527 38,999 Convertible notes, net of debt issuance costs and discounts of $3,491 6,509 — — 6,509 Convertible note embedded derivative liability 5,116 — — 5,116 Warrant liability 2,704 — — 2,704 Other non-current liabilities 168 73 — 241 Total liabilities 18,706 34,336 527 53,569 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; 72,396,491 issued and 71,662,035 outstanding at September 30, 2017. 10 — — 10 Additional paid-in capital 308,415 — — 308,415 Treasury stock (754,599 shares at September 30, 2017) (71 ) — — (71 ) Accumulated other comprehensive loss (18 ) (1,443 ) 1,135 (326 ) Accumulated deficit (203,811 ) (35,897 ) (8,176 ) (247,884 ) Total stockholders' equity 104,625 (37,340 ) (7,041 ) 60,244 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 123,331 $ (3,004 ) $ (6,514 ) $ 113,813 Condensed Consolidated Balance Sheet as of March 31, 2017 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated Total ASSETS Current assets Cash $ 258 $ 5,333 $ 558 $ 6,149 Restricted cash 156 175 — 331 Accounts receivable, net of allowance of $597 — 15,740 814 16,554 Deposits — 121 — 121 Prepaid expenses and other current assets 282 226 2 510 Total current assets 696 21,595 1,374 23,665 Property and equipment, net 64 2,296 17 2,377 Deferred tax assets 352 — — 352 Intangible assets, net — 2,647 1,918 4,565 Goodwill — 70,377 6,244 76,621 TOTAL ASSETS $ 1,112 $ 96,915 $ 9,553 $ 107,580 INTERCOMPANY Intercompany payable/receivable, net 123,800 (107,348 ) (16,452 ) — LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 1,023 $ 18,697 $ 148 $ 19,868 Accrued license fees and revenue share — 8,312 217 8,529 Accrued compensation 32 1,041 — 1,073 Other current liabilities 794 510 — 1,304 Total current liabilities 1,849 28,560 365 30,774 Convertible notes, net of debt issuance costs and discounts of $6,315 9,685 — — 9,685 Convertible note embedded derivative liability 3,218 — — 3,218 Warrant liability 1,076 — — 1,076 Other non-current liabilities 695 87 — 782 Total liabilities 16,523 28,647 365 45,535 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; 67,329,262 issued and 66,594,806 outstanding at March 31, 2017 8 — — 8 Additional paid-in capital 299,580 — — 299,580 Treasury stock (754,599 shares at March 31, 2017) (71 ) — — (71 ) Accumulated other comprehensive loss — (1,704 ) 1,383 (321 ) Accumulated deficit (191,228 ) (37,376 ) (8,647 ) (237,251 ) Total stockholders' equity 108,389 (39,080 ) (7,264 ) 62,045 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 124,912 $ (10,433 ) $ (6,899 ) $ 107,580 |
Condensed Income Statement | Consolidated Statement of Operations and Comprehensive Loss for the three months ended September 30, 2017 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Consolidated Total Net revenues $ — $ 40,775 $ 504 $ (13,388 ) $ 27,891 Cost of revenues License fees and revenue share — 32,991 282 (13,388 ) 19,885 Other direct cost of revenues — 430 213 — 643 Total cost of revenues — 33,421 495 (13,388 ) 20,528 Gross profit — 7,354 9 — 7,363 Operating expenses Product development 7 2,812 18 — 2,837 Sales and marketing 72 1,547 69 — 1,688 General and administrative 2,393 1,575 120 — 4,088 Total operating expenses 2,472 5,934 207 — 8,613 Income / (loss) from operations (2,472 ) 1,420 (198 ) — (1,250 ) Interest and other expense, net Interest expense, net (662 ) — — — (662 ) Foreign exchange transaction loss — (73 ) — — (73 ) Change in fair value of convertible note embedded derivative liability (3,344 ) — — — (3,344 ) Change in fair value of warrant liability (1,164 ) — — — (1,164 ) Loss on extinguishment of debt (882 ) — — — (882 ) Other income 28 4 1 — 33 Total interest and other expense, net (6,024 ) (69 ) 1 — (6,092 ) Income / (loss) from operations before income taxes (8,496 ) 1,351 (197 ) — (7,342 ) Income tax benefit (884 ) — — — (884 ) Net income / (loss) $ (7,612 ) $ 1,351 $ (197 ) $ — $ (6,458 ) Other comprehensive income / (loss) Foreign currency translation adjustment — 219 (216 ) — 3 Comprehensive income / (loss) $ (7,612 ) $ 1,570 $ (413 ) $ — $ (6,455 ) Consolidated Statement of Operations and Comprehensive Loss for the six months ended September 30, 2017 (Unaudited) (in thousands, except par value and share amounts) (dollars in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Consolidated Total Net revenues $ — $ 78,712 $ 851 $ (25,552 ) $ 54,011 Cost of revenues License fees and revenue share — 63,860 458 (25,552 ) 38,766 Other direct cost of revenues — 839 427 — 1,266 Total cost of revenues — 64,699 885 (25,552 ) 40,032 Gross profit — 14,013 (34 ) — 13,979 Operating expenses Product development 12 5,553 30 — 5,595 Sales and marketing 174 2,950 122 — 3,246 General and administrative 4,718 3,000 194 — 7,912 Total operating expenses 4,904 11,503 346 — 16,753 Income / (loss) from operations (4,904 ) 2,510 (380 ) — (2,774 ) Interest and other expense, net Interest expense, net (1,369 ) — — — (1,369 ) Foreign exchange transaction loss — (217 ) — — (217 ) Change in fair value of convertible note embedded derivative liability (4,652 ) — — — (4,652 ) Change in fair value of warrant liability (1,628 ) — — — (1,628 ) Loss on extinguishment of debt (882 ) — — — (882 ) Other income (21 ) 57 — — 36 Total interest and other expense, net (8,552 ) (160 ) — — (8,712 ) Income / (loss) from operations before income taxes (13,456 ) 2,350 (380 ) — (11,486 ) Income tax benefit (853 ) — — — (853 ) Net income / (loss) $ (12,603 ) $ 2,350 $ (380 ) $ — $ (10,633 ) Other comprehensive income / (loss) Foreign currency translation adjustment — (5 ) — — (5 ) Comprehensive income / (loss) $ (12,603 ) $ 2,345 $ (380 ) $ — $ (10,638 ) Consolidated Statement of Operations and Comprehensive Loss for the three months ended September 30, 2016 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination 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 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 ) Loss on settlement of debt — — — — — Gain / (loss) on disposal of fixed assets — — — — — Gain on change in valuation of long-term contingent liability — — — — — Other income 14 1 — — 15 Total interest and other expense, net (855 ) (616 ) — — (1,471 ) Loss from operations before income taxes (3,989 ) (3,682 ) (107 ) — (7,778 ) Income tax benefit (437 ) — — — (437 ) Net loss $ (3,552 ) $ (3,682 ) $ (107 ) $ — $ (7,341 ) Other comprehensive income / (loss) Foreign currency translation adjustment (80 ) — — — (80 ) Comprehensive loss $ (3,632 ) $ (3,682 ) $ (107 ) $ — $ (7,421 ) Consolidated Statement of Operations and Comprehensive Loss for the six months ended September 30, 2016 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination 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 5,885 163 — 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 Loss from operations (7,185 ) (5,534 ) (37 ) — (12,756 ) Interest and other income / (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 income / (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 ) |
Condensed Cash Flow Statement | Condensed Consolidated Statement of Cash Flows for the six months ended September 30, 2017 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated Total Cash flows from operating activities Net loss $ (12,603 ) $ 2,350 $ (380 ) $ (10,633 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9 1,391 408 1,808 Change in allowance for doubtful accounts — 243 (8 ) 235 Amortization of debt discount and debt issuance costs 680 — — 680 Accrued interest (24 ) — — (24 ) Stock-based compensation 1,479 — — 1,479 Stock based compensation for services rendered 150 — — 150 Change in fair value of convertible note embedded derivative liability 4,652 — — 4,652 Change in fair value of warrant liability 1,628 — — 1,628 Loss on extinguishment of debt 882 — — 882 (Increase) / decrease in assets: Accounts receivable — (7,614 ) 146 (7,468 ) Deposits — 4 — 4 Deferred tax assets (336 ) — — (336 ) Prepaid expenses and other current assets 33 45 (12 ) 66 Increase / (decrease) in liabilities: Accounts payable (272 ) 3,630 51 3,409 Accrued license fees and revenue share — 1,736 176 1,912 Accrued compensation 501 302 — 803 Other current liabilities 2,096 (1,679 ) (503 ) (86 ) Other non-current liabilities (529 ) (12 ) — (541 ) Intercompany movement of cash 3 (28 ) 25 — Net cash used in operating activities (1,651 ) 368 (97 ) (1,380 ) Cash flows from investing activities Capital expenditures — (818 ) (5 ) (823 ) Net cash used in investing activities — (818 ) (5 ) (823 ) Cash flows from financing activities Proceeds from short-term borrowings 2,500 — — 2,500 Payment of debt issuance costs (346 ) — — (346 ) Options exercised 19 — — 19 Stock issued for cash in stock offering, net (247 ) — — (247 ) Net cash provided by financing activities 1,926 — — 1,926 Effect of exchange rate changes on cash — (5 ) — (5 ) Net change in cash 275 (455 ) (102 ) (282 ) Cash, beginning of period 258 5,333 558 6,149 Cash, end of period $ 533 $ 4,878 $ 456 $ 5,867 Condensed Consolidated Statement of Cash Flows for the six months ended September 30, 2016 (Unaudited) (in thousands, except par value and share amounts) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries 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 and debt issuance costs — 681 — 681 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 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 from issuance of convertible notes — 16,000 — 16,000 Proceeds from short-term borrowings — (11,000 ) — (11,000 ) Payment of debt issuance costs — (2,091 ) — (2,091 ) Options exercised 11 — — 11 Net cash provided by financing activities 11 2,909 — 2,920 Effect of exchange rate changes on cash (53 ) — — (53 ) Net change in cash (3,166 ) 1,349 2 (1,815 ) Cash, beginning of period 6,712 4,466 53 11,231 Cash, end of period $ 3,546 $ 5,815 $ 55 $ 9,416 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Sep. 30, 2017segmentbusiness | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | segment | 2 |
Number of businesses the Advertising segment is comprised of | business | 2 |
Liquidity (Details)
Liquidity (Details) - USD ($) | May 23, 2017 | Sep. 28, 2016 | Sep. 30, 2017 | Sep. 20, 2017 | Mar. 31, 2017 |
Debt Instrument [Line Items] | |||||
Cash | $ 6,198,000 | ||||
Repayments of debt | $ 11,000,000 | ||||
Issuance costs and discounts | 3,491,000 | $ 6,315,000 | |||
Long-term debt | 6,509,000 | 9,685,000 | |||
Short-term debt, net of debt issuance costs | 2,210,000 | ||||
Silicon Valley Bank | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 3,000,000 | ||||
North Atlantic Capital | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 8,000,000 | ||||
Convertible notes | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 16,000,000 | $ 10,000,000 | |||
Interest rate | 8.75% | ||||
Proceeds from debt | $ 14,316,000 | ||||
Convertible debt conversion price (in dollars per share) | $ 1.364 | $ 1.364 | $ 1.364 | ||
Notes converted | $ 6,000,000 | ||||
Issuance costs and discounts | 3,491,000 | ||||
Long-term debt | 6,509,000 | 9,685,000 | |||
Gross amount | $ 11,084,000 | ||||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Gross amount | 2,500,000 | ||||
Debt discount, short-term | 290,000 | 0 | |||
Short-term debt, net of debt issuance costs | $ 2,210,000 | $ 0 | |||
Credit Agreement | Western Alliance Bank | |||||
Debt Instrument [Line Items] | |||||
Credit agreement, total facility amount | $ 5,000,000 | ||||
Credit agreement, term | 2 years | ||||
Credit agreement, basis spread on variable rate | 1.25% | ||||
Credit agreement, interest rate floor | 4.00% | ||||
Credit agreement, annual facility fee | $ 45,500 | ||||
Credit agreement, early termination fee | 0.50% | ||||
Credit agreement, collateral, partial pledges | 65.00% |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Major Advertising Customer A | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 15.90% | ||||
Major Advertising Customer B | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 10.00% | ||||
Major Content Customer A | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 12.30% | ||||
Customer A | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 11.20% | ||||
Customer A | Sales | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 20.00% | 18.60% | |||
Customer B | Sales | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 14.20% | 13.20% | |||
Customer C | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 10.70% | ||||
Customer C | Sales | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 12.50% | 21.30% | 12.00% | 27.30% | |
Customer D | Sales | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 10.60% | 10.50% | |||
Customer E | Sales | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 16.70% | 12.10% | |||
Carrier Partner A | Sales | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 30.80% | 28.60% | 31.80% | 23.70% | |
Carrier Partner B | Sales | |||||
Concentration Risk [Line Items] | |||||
Concentrations of credit risk, percentage | 16.70% | 15.40% |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Receivables [Abstract] | |||||
Billed | $ 15,255 | $ 15,255 | $ 9,367 | ||
Unbilled | 9,364 | 9,364 | 7,784 | ||
Allowance for doubtful accounts | (832) | (832) | (597) | ||
Accounts receivable, net | 23,787 | 23,787 | $ 16,554 | ||
Write-offs | $ 148 | $ 28 | $ 235 | $ 405 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Computer-related equipment | $ 4,965 | $ 4,133 |
Furniture and fixtures | 108 | 116 |
Leasehold improvements | 143 | 143 |
Property and equipment, gross | 5,216 | 4,392 |
Accumulated depreciation | (2,651) | (2,015) |
Property and equipment, net | $ 2,565 | $ 2,377 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Internal Use Assets | General and administrative | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 277 | $ 542 | ||
Internally developed software to be sold | Other direct costs of revenue | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 62 | 94 | ||
Continuing Operations | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 339 | $ 223 | $ 636 | $ 437 |
Intangible Assets - Components
Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Cost | $ 23,579 | $ 23,579 |
Accumulated Amortization | (20,186) | (19,014) |
Net | 3,393 | 4,565 |
Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Cost | 11,544 | 11,544 |
Accumulated Amortization | (9,275) | (8,191) |
Net | 2,269 | 3,353 |
Trade names / trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Cost | 380 | 380 |
Accumulated Amortization | (380) | (380) |
Net | 0 | 0 |
Customer list | ||
Finite Lived Intangible Assets [Line Items] | ||
Cost | 11,300 | 11,300 |
Accumulated Amortization | (10,210) | (10,152) |
Net | 1,090 | 1,148 |
License agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Cost | 355 | 355 |
Accumulated Amortization | (321) | (291) |
Net | $ 34 | $ 64 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization | $ 582 | $ 1,882 | $ 1,172 | $ 3,762 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 1,097 | |
2,019 | 1,375 | |
2,020 | 114 | |
2,021 | 114 | |
2,022 | 114 | |
Thereafter | 579 | |
Net | $ 3,393 | $ 4,565 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Debt Instrument [Line Items] | ||
Short-term debt, net of debt issuance costs | $ 2,210 | |
Long-term debt | 6,509 | $ 9,685 |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Short-term debt, net of debt issuance costs | 2,210 | 0 |
Debt discount, short-term | 290 | 0 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 6,509 | 9,685 |
Long-term debt, discounts | $ 3,491 | $ 6,315 |
Debt - Additional Information (
Debt - Additional Information (Details) | Sep. 28, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)daytrading_day$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 20, 2017$ / shares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||
Notes exchange cap | 19.99% | 19.99% | 19.99% | ||||||
Repayments of debt | $ 11,000,000 | ||||||||
Extinguishment of debt | $ 6,000 | $ 6,000 | |||||||
Repayments of debt | $ 247,000 | $ 11,000,000 | |||||||
Loss on extinguishment of debt | 882,000 | $ 293,000 | 882,000 | 293,000 | |||||
Convertible notes, net of debt issuance costs and discounts of $3,491 and $6,315, respectively | 6,509,000 | 6,509,000 | 6,509,000 | $ 9,685,000 | |||||
Amortization of debt discount and debt issuance costs | 680,000 | 681,000 | |||||||
Convertible notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face amount | $ 16,000,000 | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||
Interest rate | 8.75% | ||||||||
Gross amount | $ 11,084,000 | ||||||||
Original discount | 4,916,000 | ||||||||
Issuance costs | $ 1,700,000 | $ 212,000 | |||||||
Purchase price of principal | 92.75% | ||||||||
Warrants issued (shares) | shares | 250,000 | 4,105,600 | 4,105,600 | 4,105,600 | |||||
Right to receive cash | 2.50% | ||||||||
Convertible debt conversion price (in dollars per share) | $ / shares | $ 1.364 | $ 1.364 | $ 1.364 | $ 1.364 | $ 1.364 | ||||
Redemption price | $ 1,000 | ||||||||
Redemption price as of principal if fundamental change | 120.00% | ||||||||
Common equity threshold | 50.00% | ||||||||
Warrant to purchase (in shares) | shares | 256.60 | 256.60 | 256.60 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.364 | ||||||||
Proceeds from debt | $ 14,316,000 | ||||||||
Notes converted | $ 6,000,000 | ||||||||
Write off of debt discount | 1,579,000 | ||||||||
Write off of deferred debt issuance cost | 621,000 | ||||||||
Extinguishment of debt | $ 3,800,000 | ||||||||
Conversion of stock, shares issued | shares | 5,043,018 | ||||||||
Repayments of debt | $ 247,000 | ||||||||
Adjustments to additional paid in capital | $ 7,187,000 | ||||||||
Loss on extinguishment of debt | 882,000 | ||||||||
Debt issuance costs and discount | 3,491,000 | $ 3,491,000 | 3,491,000 | ||||||
Convertible notes, net of debt issuance costs and discounts of $3,491 and $6,315, respectively | 6,509,000 | 6,509,000 | 6,509,000 | $ 9,685,000 | |||||
Amortization of debt discount and debt issuance costs | 327,000 | 339,000 | 680,000 | 681,000 | |||||
Interest expense | 335,000 | $ 282,000 | $ 689,000 | $ 623,000 | |||||
Convertible notes | Conversion period one | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock price threshold | 200.00% | ||||||||
Number of trading days threshold | trading_day | 20 | ||||||||
Consecutive trading day period | day | 30 | ||||||||
Trading day threshold after notice given | 5 days | ||||||||
Convertible notes | Conversion period two | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock price threshold | 150.00% | ||||||||
Consecutive trading day period | day | 15 | ||||||||
Convertible notes | Convertible note embedded derivative liability | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative liability | 3,693,000 | ||||||||
Convertible notes | Warrant liability | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative liability | $ 1,223,000 | ||||||||
Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross amount | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facility (Details) - USD ($) | May 23, 2017 | Sep. 30, 2017 | Mar. 31, 2017 |
Debt Instrument [Line Items] | |||
Short-term debt, net of debt issuance costs of $290 and $0, respectively | $ 2,210,000 | ||
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Gross amount | 2,500,000 | ||
Debt discount, short-term | 290,000 | $ 0 | |
Short-term debt, net of debt issuance costs of $290 and $0, respectively | $ 2,210,000 | $ 0 | |
Credit Agreement | Western Alliance Bank | |||
Debt Instrument [Line Items] | |||
Credit agreement, total facility amount | $ 5,000,000 | ||
Percentage of line of credit subject to bank approval | 50.00% | ||
Credit agreement, term | 2 years | ||
Credit agreement, basis spread on variable rate | 1.25% | ||
Credit agreement, current interest rate | 5.25% | ||
Credit agreement, interest rate floor | 4.00% | ||
Credit agreement, annual facility fee | $ 45,500 | ||
Credit agreement, early termination fee | 0.50% | ||
Credit agreement, collateral, partial pledges | 65.00% | ||
Current ratio, minimum | 65.00% | ||
Minimum revenue compared to projections | 85.00% | ||
Note holders subject to subordination agreement, minimum | 66.67% |
Debt - Supplemental Indenture (
Debt - Supplemental Indenture (Details) - $ / shares | May 23, 2017 | Sep. 30, 2017 | Sep. 20, 2017 | Sep. 28, 2016 |
Debt Instrument [Line Items] | ||||
Indenture, minimum percentage of note holders for waiver | 66.67% | |||
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Convertible debt conversion price (in dollars per share) | $ 1.364 | $ 1.364 | $ 1.364 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 28, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial liabilities | $ 7,820 | $ 4,294 | $ 4,916 |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial liabilities | 0 | 0 | 0 |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial liabilities | 0 | 0 | 0 |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial liabilities | 7,820 | 4,294 | 4,916 |
Convertible note embedded derivative liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 5,116 | 3,218 | 3,693 |
Convertible note embedded derivative liability | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 0 | 0 | 0 |
Convertible note embedded derivative liability | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 0 | 0 | 0 |
Convertible note embedded derivative liability | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 3,218 | 3,693 | |
Warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 2,704 | 1,076 | 1,223 |
Warrant liability | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 0 | 0 | 0 |
Warrant liability | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 0 | 0 | 0 |
Warrant liability | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 1,076 | $ 1,223 | |
Warrant liability | Warrant liability | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | $ 2,704 | $ 1,076 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 28, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Change in fair value of convertible note embedded derivative liability | $ 3,344,000 | $ 430,000 | $ 4,652,000 | $ 430,000 | ||||
Stock price (in dollars per share) | $ 1.51 | $ 1.51 | $ 1.05 | $ 1.51 | $ 1.05 | $ 1.03 | $ 0.94 | $ 0.99 |
Extinguishment of debt | $ 6,000 | $ 6,000 | ||||||
Loss on extinguishment of debt | $ (1,628,000) | $ (140,000) | ||||||
Change in fair value of warrant liability | 1,164,000 | $ 140,000 | 1,628,000 | $ 140,000 | ||||
Convertible notes | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Original discount | $ 4,916,000 | |||||||
Debt face amount | 10,000,000 | $ 10,000,000 | $ 10,000,000 | $ 16,000,000 | ||||
Interest rate | 8.75% | |||||||
Extinguishment of debt | $ 3,800,000 | |||||||
Convertible note embedded derivative liability | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Stock price (in dollars per share) | $ 1.51 | $ 1.51 | $ 1.51 | |||||
Level 3 | Convertible note embedded derivative liability | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Loss on extinguishment of debt | $ 2,754,000 |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derecognition on extinguishment or conversion | $ 1,628 | $ 140 |
Convertible note embedded derivative liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2017 | 3,218 | |
September 30, 2017 | 5,116 | |
Warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2017 | 1,076 | |
September 30, 2017 | 2,704 | |
Level 3 | Convertible note embedded derivative liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2017 | 3,218 | |
Change in fair value of convertible note embedded derivative liability | 4,652 | |
Derecognition on extinguishment or conversion | (2,754) | |
Level 3 | Warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2017 | 1,076 | |
Change in fair value of convertible note embedded derivative liability | 1,628 | |
Level 3 | Warrant liability | Warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2017 | 1,076 | |
September 30, 2017 | $ 2,704 |
Fair Value Measurements - Input
Fair Value Measurements - Inputs (Details) - $ / shares | 6 Months Ended | ||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 28, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||||
Expected volatility | 73.00% | ||||
Stock price (in dollars per share) | $ 1.51 | $ 1.03 | $ 0.94 | $ 1.05 | $ 0.99 |
CCE interest rate | 1.00% | ||||
Convertible note embedded derivative liability | |||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||||
Expected volatility | 70.00% | ||||
Probability of change in control | 1.75% | ||||
Stock price (in dollars per share) | $ 1.51 | ||||
Expected term | 3 years | ||||
Risk-free interest rate | 1.61% | ||||
Assumed early conversion/exercise price (in dollars per share) | $ 2.73 | ||||
Warrant liability | |||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||||
Expected volatility | 70.00% | ||||
Probability of change in control | 1.75% | ||||
Stock price (in dollars per share) | $ 1.51 | ||||
Expected term | 3 years | ||||
Risk-free interest rate | 1.61% | ||||
Assumed early conversion/exercise price (in dollars per share) | $ 2.73 |
Description of Stock Plans (Det
Description of Stock Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant-date fair value (in dollars per share) | $ 1.06 | $ 0.82 | $ 1.06 | $ 0.82 | |
Total unrecognized stock base compensation expense | $ 3,254 | $ 6,731 | $ 3,254 | $ 6,731 | |
Unvested stock options, weighted average period | 2 years 7 days | 2 years 3 months 21 days | |||
Allocated stock compensation expense | $ 765 | $ 1,173 | $ 1,629 | $ 2,476 | |
Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Option plan, term | 10 years | ||||
Equity Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Grants (shares) | 872,000 | 1,037,000 | |||
Forfeitures/cancellations (shares) | (757,934) | ||||
Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Awarded (in shares) | 265,138 | ||||
Restricted Stock | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 months | ||||
Restricted Stock | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Employee Stock Option | Appia Core | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Expiration period | 10 years | ||||
Stock Option Plan 2011 | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reserved for future issuance (in shares) | 20,000,000 | 20,000,000 | |||
Available for issuance (in shares) | 9,285,919 | 9,285,919 | 9,665,123 | ||
Stock Incentive Plans | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Option plan, term | 3 years | ||||
Stock Incentive Plans | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Option plan, term | 4 years |
Description of Stock Plans - Su
Description of Stock Plans - Summary of Options Granted Under All Equity Plans (Details) - Stock Option - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Number of Shares (in shares) | |||
Beginning Balance (shares) | 9,735,778 | ||
Granted (shares) | 872,000 | 1,037,000 | |
Forfeited / Cancelled (shares) | (757,934) | ||
Exercised (shares) | (24,211) | ||
Ending Balance (shares) | 9,825,633 | 9,735,778 | |
Vested and expected to vest (net of estimated forfeitures) (shares) | 8,753,144 | ||
Exercisable (shares) | 4,162,328 | ||
Weighted Average Exercise Price ($ per share) | |||
Options outstanding (in dollars per share) | $ 2.56 | ||
Granted (in dollars per share) | 1.06 | ||
Forfeited/Cancelled (in dollars per share) | 2.19 | ||
Exercised (in dollars per share) | 0.71 | ||
Options outstanding (in dollars per share) | 2.46 | $ 2.56 | |
Vested and expected to vest (net of estimated forfeitures) (in dollars per share) | 2.64 | ||
Exercisable (in dollars per share) | $ 4.23 | ||
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding | 7 years 8 months 15 days | 7 years 11 months 12 days | |
Vested and expected to vest (net of estimated forfeitures) | 7 years 6 months 10 days | ||
Exercisable, September 30, 2017 | 6 years 1 month 7 days | ||
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 3,320 | $ 801 | |
Vested and expected to vest (net of estimated forfeitures) | 2,727 | ||
Exercisable, September 30, 2017 | $ 536 |
Description of Stock Plans - Ex
Description of Stock Plans - Exercise Price for Options Outstanding and Options Exercisable (Details) | 6 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Options Outstanding, Number of Shares (in shares) | shares | 9,825,633 |
Options Exercisable, Number of Shares (in shares) | shares | 4,162,328 |
$0.00 - 0.50 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | $ 0 |
Range of exercise price, upper limit (in dollars per share) | $ 0.50 |
Options Outstanding, Number of Shares (in shares) | shares | 7,652 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 0.24 |
Options Outstanding, Weighted Average Remaining Life (Years) | 2 years 5 months 23 days |
Options Exercisable, Number of Shares (in shares) | shares | 7,652 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0.24 |
$0.51 - 1.00 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | 0.51 |
Range of exercise price, upper limit (in dollars per share) | $ 1 |
Options Outstanding, Number of Shares (in shares) | shares | 3,359,407 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 0.73 |
Options Outstanding, Weighted Average Remaining Life (Years) | 9 years 15 days |
Options Exercisable, Number of Shares (in shares) | shares | 438,141 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0.69 |
$1.01 - 1.50 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | 1.01 |
Range of exercise price, upper limit (in dollars per share) | $ 1.5 |
Options Outstanding, Number of Shares (in shares) | shares | 2,892,564 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 1.28 |
Options Outstanding, Weighted Average Remaining Life (Years) | 8 years 8 months 12 days |
Options Exercisable, Number of Shares (in shares) | shares | 635,671 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 1.24 |
$1.51 - 2.00 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | 1.51 |
Range of exercise price, upper limit (in dollars per share) | $ 2 |
Options Outstanding, Number of Shares (in shares) | shares | 206,333 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 1.51 |
Options Outstanding, Weighted Average Remaining Life (Years) | 7 years 10 months 17 days |
Options Exercisable, Number of Shares (in shares) | shares | 114,973 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 1.51 |
$2.01 - 2.50 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | 2.01 |
Range of exercise price, upper limit (in dollars per share) | $ 2.50 |
Options Outstanding, Number of Shares (in shares) | shares | 253,779 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 2.43 |
Options Outstanding, Weighted Average Remaining Life (Years) | 3 years 3 months 29 days |
Options Exercisable, Number of Shares (in shares) | shares | 220,445 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 2.42 |
$2.51 - 3.00 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | 2.51 |
Range of exercise price, upper limit (in dollars per share) | $ 3 |
Options Outstanding, Number of Shares (in shares) | shares | 891,532 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 2.62 |
Options Outstanding, Weighted Average Remaining Life (Years) | 6 years 8 months 23 days |
Options Exercisable, Number of Shares (in shares) | shares | 773,778 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 2.63 |
$3.51 - 4.00 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | 3.51 |
Range of exercise price, upper limit (in dollars per share) | $ 4 |
Options Outstanding, Number of Shares (in shares) | shares | 840,300 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.96 |
Options Outstanding, Weighted Average Remaining Life (Years) | 7 years 7 days |
Options Exercisable, Number of Shares (in shares) | shares | 732,385 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 3.96 |
$4.01 - 4.50 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | 4.01 |
Range of exercise price, upper limit (in dollars per share) | $ 4.50 |
Options Outstanding, Number of Shares (in shares) | shares | 844,066 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.14 |
Options Outstanding, Weighted Average Remaining Life (Years) | 5 years 9 months 26 days |
Options Exercisable, Number of Shares (in shares) | shares | 721,369 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.14 |
$4.51 - 5.00 | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Range of exercise price, lower limit (in dollars per share) | 4.51 |
Range of exercise price, upper limit (in dollars per share) | $ 5 |
Options Outstanding, Number of Shares (in shares) | shares | 60,000 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.65 |
Options Outstanding, Weighted Average Remaining Life (Years) | 5 years 5 months 27 days |
Options Exercisable, Number of Shares (in shares) | shares | 60,000 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.65 |
$5.01 and over | |
Employee Stock Ownership Plan E S O P Disclosures [Line Items] | |
Exercise price (in dollars per share) | $ 5.01 |
Options Outstanding, Number of Shares (in shares) | shares | 470,000 |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 16.32 |
Options Outstanding, Weighted Average Remaining Life (Years) | 1 year 3 months 4 days |
Options Exercisable, Number of Shares (in shares) | shares | 457,914 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 16.60 |
Description of Stock Plans - In
Description of Stock Plans - Intrinsic Value of Options Exercised and Fair Value of Options Vested (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Total fair value of options vested | $ 1,461 | $ 2,452 |
Total intrinsic value of options exercised | $ 9 | $ 8 |
Description of Stock Plans - Ca
Description of Stock Plans - Calculating Fair Value Options Granted Using the Black-Scholes Option- Pricing Model (Details) | 6 Months Ended |
Sep. 30, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Expected volatility | 73.00% |
Expected dividend yield | 0.00% |
Expected forfeitures | 20.00% |
Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Risk-free interest rate | 1.80% |
Expected life of the options | 5 years 8 months 8 days |
Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Risk-free interest rate | 2.30% |
Expected life of the options | 9 years 11 months 5 days |
Capital Stock Transactions - Ad
Capital Stock Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2017 | Aug. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Class Of Stock [Line Items] | |||||||
Series A convertible preferred stock authorized (in shares) | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Series A convertible preferred stock issued (in shares) | 100,000 | 100,000 | 100,000 | 100,000 | |||
Extinguishment of debt | $ 6,000 | $ 6,000 | |||||
Shares issued upon extinguishment | 5,043,018 | ||||||
Total unrecognized stock base compensation expense | $ 3,254,000 | 3,254,000 | $ 6,731,000 | $ 3,254,000 | $ 6,731,000 | ||
Unvested stock options, weighted average period | 2 years 7 days | 2 years 3 months 21 days | |||||
Restricted Stock | |||||||
Class Of Stock [Line Items] | |||||||
Granted (shares) | 265,138 | ||||||
Time Condition RSAs | |||||||
Class Of Stock [Line Items] | |||||||
Compensation expense | 74,000 | $ 86,000 | $ 0 | $ 0 | |||
Non Vested Restricted Stock | |||||||
Class Of Stock [Line Items] | |||||||
Vesting period | 1 year | ||||||
Granted (shares) | 265,138 | ||||||
Fair value of shares on date of issuance | $ 289,000 | ||||||
Total unrecognized stock base compensation expense | $ 241,000 | $ 241,000 | $ 241,000 | ||||
Unvested stock options, weighted average period | 10 months | ||||||
Minimum | Restricted Stock | |||||||
Class Of Stock [Line Items] | |||||||
Vesting period | 3 months | ||||||
Maximum | Restricted Stock | |||||||
Class Of Stock [Line Items] | |||||||
Vesting period | 2 years | ||||||
Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Series A convertible preferred stock authorized (in shares) | 2,000,000 | ||||||
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||
Series A convertible preferred stock issued (in shares) | 100,000 | ||||||
Aggregate shares upon conversion (shares) | 20,000 | ||||||
Liquidation preference (in dollars per share) | $ 10 |
Capital Stock Transactions - Wa
Capital Stock Transactions - Warrants (Details) - Warrant liability | 6 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Warrants Outstanding | |
Beginning (shares) | shares | 5,003,813 |
Issued (shares) | shares | 0 |
Exercised (shares) | shares | 0 |
Expired (shares) | shares | (71,428) |
Ending (shares) | shares | 4,932,385 |
Weighted-Average Exercise Price | |
Beginning (in dollars per share) | $ / shares | $ 1.62 |
Issued in (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Expired (in dollars per share) | $ / shares | 3.50 |
Ending (in dollars per share) | $ / shares | $ 1.59 |
Capital Stock Transactions - Su
Capital Stock Transactions - Summary of Non-Vested Restricted Stock Awards and Activities (Details) - Non Vested Restricted Stock | 6 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Shares | |
Non-vested restricted stock number of shares beginning balance (shares) | shares | 139,318 |
Granted (shares) | shares | 265,138 |
Vested (shares) | shares | (139,318) |
Cancelled (shares) | shares | 0 |
Non-vested restricted stock number of shares ending balance (shares) | shares | 265,138 |
Weighted Average Grant Date Fair Value ($ per share) | |
Non-vested restricted stock weighted average grant date fair value beginning balance (in dollars per share) | $ / shares | $ 1.10 |
Granted (in dollars per share) | $ / shares | 1.09 |
Vested (in dollars per share) | $ / shares | 1.10 |
Cancelled (in dollars per share) | $ / shares | 0 |
Non-vested restricted stock weighted average grant date fair value ending balance (in dollars per share) | $ / shares | $ 1.09 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (6,458) | $ (7,341) | $ (10,633) | $ (14,753) |
Weighted-average shares used to compute basic and diluted net loss per share (in shares) | 66,846 | 66,457 | 66,723 | 66,358 |
Basic and diluted net loss per common share (in dollars per share) | $ (0.10) | $ (0.11) | $ (0.16) | $ (0.22) |
Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive (in shares) | 1,428 | 156 | 1,238 | 81 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income tax | $ 884 | $ 437 | $ 853 | $ 141 |
Effective tax rate | 12.00% | 5.60% | 7.40% | 0.00% |
Segment and Geographic Inform60
Segment and Geographic Information (Details) | 6 Months Ended |
Sep. 30, 2017segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 2 |
Segment and Geographic Inform61
Segment and Geographic Information - Segment Information on Sales and Income (Loss) from Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 27,891 | $ 22,832 | $ 54,011 | $ 46,871 |
Loss from operations | (1,250) | (6,307) | (2,774) | (12,756) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 27,891 | 22,832 | 54,011 | 46,871 |
Loss from operations | (1,250) | (6,307) | (2,774) | (12,756) |
Content | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 9,784 | 7,626 | 17,714 | 18,856 |
Loss from operations | (1,006) | (1,346) | (2,108) | (2,751) |
Advertising | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 18,107 | 15,206 | 36,297 | 28,015 |
Loss from operations | $ (244) | $ (4,961) | $ (666) | $ (10,005) |
Segment and Geographic Inform62
Segment and Geographic Information - Segment Geographic Information on Revenues and Long-Lived Assets by Geographic (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenues | $ 27,891 | $ 22,832 | $ 54,011 | $ 46,871 |
United States and Canada | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenues | 8,292 | 8,811 | 15,485 | 15,480 |
Europe, Middle East, and Africa | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenues | 2,351 | 4,047 | 4,885 | 7,805 |
Asia Pacific and China | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenues | 16,193 | 9,558 | 30,948 | 22,954 |
Mexico, Central America, and South America | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenues | $ 1,055 | $ 416 | $ 2,693 | $ 632 |
Guarantor and Non-Guarantor F63
Guarantor and Non-Guarantor Financial Statements - Narrative (Details) | 6 Months Ended | |
Sep. 30, 2017USD ($)business | Sep. 28, 2016USD ($) | |
Condensed Financial Statements, Captions [Line Items] | ||
Number of wholly-owned subsidiaries | business | 4 | |
Convertible notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Debt face amount | $ | $ 10,000,000 | $ 16,000,000 |
Interest rate | 8.75% |
Guarantor and Non-Guarantor F64
Guarantor and Non-Guarantor Financial Statements - Balance Sheet (Details) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 |
Current assets | ||||
Cash | $ 5,867,000 | $ 6,149,000 | $ 9,416,000 | $ 11,231,000 |
Restricted cash | 331,000 | 331,000 | ||
Accounts receivable, net of allowances of $832 and $597, respectively | 23,787,000 | 16,554,000 | ||
Deposits | 117,000 | 121,000 | ||
Prepaid expenses and other current assets | 444,000 | 510,000 | ||
Total current assets | 30,546,000 | 23,665,000 | ||
Property and equipment, net | 2,565,000 | 2,377,000 | ||
Deferred tax assets | 688,000 | 352,000 | ||
Intangible assets, net | 3,393,000 | 4,565,000 | ||
Goodwill | 76,621,000 | 76,621,000 | ||
TOTAL ASSETS | 113,813,000 | 107,580,000 | ||
Intercompany payable/receivable, net | 0 | 0 | ||
Current liabilities | ||||
Accounts payable | 23,277,000 | 19,868,000 | ||
Accrued license fees and revenue share | 10,442,000 | 8,529,000 | ||
Accrued compensation | 1,876,000 | 1,073,000 | ||
Short-term debt, net of debt issuance costs of $290 and $0, respectively | 2,210,000 | |||
Other current liabilities | 1,194,000 | 1,304,000 | ||
Total current liabilities | 38,999,000 | 30,774,000 | ||
Long-term debt | 6,509,000 | 9,685,000 | ||
Other non-current liabilities | 241,000 | 782,000 | ||
Total liabilities | 53,569,000 | 45,535,000 | ||
Preferred stock | 100,000 | 100,000 | ||
Common stock | 10,000 | 8,000 | ||
Additional paid-in capital | 308,415,000 | 299,580,000 | ||
Treasury stock (754,599 shares at September 30 and March 31, 2017) | (71,000) | (71,000) | ||
Accumulated other comprehensive loss | (326,000) | (321,000) | ||
Accumulated deficit | (247,884,000) | (237,251,000) | ||
Total stockholders' equity | 60,244,000 | 62,045,000 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 113,813,000 | 107,580,000 | ||
Accounts receivable, allowances | 832,000 | 597,000 | ||
Debt issuance costs | 290,000 | 0 | ||
Long-term debt, discounts | $ 3,491,000 | $ 6,315,000 | ||
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Series A convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||
Series A convertible preferred stock, shares issued | 100,000 | 100,000 | ||
Series A convertible preferred stock, shares outstanding | 100,000 | 100,000 | ||
Series A convertible preferred stock, liquidation preference | $ 1,000,000 | $ 1,000,000 | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 72,396,491 | 67,329,262 | ||
Common stock, shares outstanding | 71,662,035 | 66,594,807 | ||
Treasury stock, shares | 754,599 | 754,599 | ||
Convertible note embedded derivative liability | ||||
Current liabilities | ||||
Derivative liability | $ 5,116,000 | $ 3,218,000 | ||
Warrant liability | ||||
Current liabilities | ||||
Derivative liability | 2,704,000 | 1,076,000 | ||
Parent | Reportable Legal Entities | ||||
Current assets | ||||
Cash | 533,000 | 258,000 | 3,546,000 | 6,712,000 |
Restricted cash | 156,000 | 156,000 | ||
Accounts receivable, net of allowances of $832 and $597, respectively | 0 | 0 | ||
Deposits | 0 | 0 | ||
Prepaid expenses and other current assets | 217,000 | 282,000 | ||
Total current assets | 906,000 | 696,000 | ||
Property and equipment, net | 55,000 | 64,000 | ||
Deferred tax assets | 688,000 | 352,000 | ||
Intangible assets, net | 1,000 | 0 | ||
Goodwill | 0 | 0 | ||
TOTAL ASSETS | 1,650,000 | 1,112,000 | ||
Intercompany payable/receivable, net | 121,681,000 | 123,800,000 | ||
Current liabilities | ||||
Accounts payable | 751,000 | 1,023,000 | ||
Accrued license fees and revenue share | 0 | 0 | ||
Accrued compensation | 534,000 | 32,000 | ||
Short-term debt, net of debt issuance costs of $290 and $0, respectively | 2,210,000 | |||
Other current liabilities | 714,000 | 794,000 | ||
Total current liabilities | 4,209,000 | 1,849,000 | ||
Long-term debt | 6,509,000 | 9,685,000 | ||
Other non-current liabilities | 168,000 | 695,000 | ||
Total liabilities | 18,706,000 | 16,523,000 | ||
Preferred stock | 100,000 | 100,000 | ||
Common stock | 10,000 | 8,000 | ||
Additional paid-in capital | 308,415,000 | 299,580,000 | ||
Treasury stock (754,599 shares at September 30 and March 31, 2017) | (71,000) | (71,000) | ||
Accumulated other comprehensive loss | (18,000) | 0 | ||
Accumulated deficit | (203,811,000) | (191,228,000) | ||
Total stockholders' equity | 104,625,000 | 108,389,000 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 123,331,000 | 124,912,000 | ||
Parent | Reportable Legal Entities | Convertible note embedded derivative liability | ||||
Current liabilities | ||||
Derivative liability | 5,116,000 | 3,218,000 | ||
Parent | Reportable Legal Entities | Warrant liability | ||||
Current liabilities | ||||
Derivative liability | 2,704,000 | 1,076,000 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets | ||||
Cash | 4,878,000 | 5,333,000 | 5,815,000 | 4,466,000 |
Restricted cash | 175,000 | 175,000 | ||
Accounts receivable, net of allowances of $832 and $597, respectively | 23,110,000 | 15,740,000 | ||
Deposits | 117,000 | 121,000 | ||
Prepaid expenses and other current assets | 213,000 | 226,000 | ||
Total current assets | 28,493,000 | 21,595,000 | ||
Property and equipment, net | 2,493,000 | 2,296,000 | ||
Deferred tax assets | 0 | |||
Intangible assets, net | 1,900,000 | 2,647,000 | ||
Goodwill | 70,377,000 | 70,377,000 | ||
TOTAL ASSETS | 103,263,000 | 96,915,000 | ||
Intercompany payable/receivable, net | (106,267,000) | (107,348,000) | ||
Current liabilities | ||||
Accounts payable | 22,326,000 | 18,697,000 | ||
Accrued license fees and revenue share | 10,051,000 | 8,312,000 | ||
Accrued compensation | 1,342,000 | 1,041,000 | ||
Short-term debt, net of debt issuance costs of $290 and $0, respectively | 0 | |||
Other current liabilities | 544,000 | 510,000 | ||
Total current liabilities | 34,263,000 | 28,560,000 | ||
Long-term debt | 0 | 0 | ||
Other non-current liabilities | 73,000 | 87,000 | ||
Total liabilities | 34,336,000 | 28,647,000 | ||
Preferred stock | 0 | 0 | ||
Common stock | 0 | 0 | ||
Additional paid-in capital | 0 | 0 | ||
Treasury stock (754,599 shares at September 30 and March 31, 2017) | 0 | 0 | ||
Accumulated other comprehensive loss | (1,443,000) | (1,704,000) | ||
Accumulated deficit | (35,897,000) | (37,376,000) | ||
Total stockholders' equity | (37,340,000) | (39,080,000) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | (3,004,000) | (10,433,000) | ||
Guarantor Subsidiaries | Reportable Legal Entities | Convertible note embedded derivative liability | ||||
Current liabilities | ||||
Derivative liability | 0 | 0 | ||
Guarantor Subsidiaries | Reportable Legal Entities | Warrant liability | ||||
Current liabilities | ||||
Derivative liability | 0 | 0 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets | ||||
Cash | 456,000 | 558,000 | $ 55,000 | $ 53,000 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net of allowances of $832 and $597, respectively | 677,000 | 814,000 | ||
Deposits | 0 | 0 | ||
Prepaid expenses and other current assets | 14,000 | 2,000 | ||
Total current assets | 1,147,000 | 1,374,000 | ||
Property and equipment, net | 17,000 | 17,000 | ||
Deferred tax assets | 0 | |||
Intangible assets, net | 1,492,000 | 1,918,000 | ||
Goodwill | 6,244,000 | 6,244,000 | ||
TOTAL ASSETS | 8,900,000 | 9,553,000 | ||
Intercompany payable/receivable, net | (15,414,000) | (16,452,000) | ||
Current liabilities | ||||
Accounts payable | 200,000 | 148,000 | ||
Accrued license fees and revenue share | 391,000 | 217,000 | ||
Accrued compensation | 0 | 0 | ||
Short-term debt, net of debt issuance costs of $290 and $0, respectively | 0 | |||
Other current liabilities | (64,000) | 0 | ||
Total current liabilities | 527,000 | 365,000 | ||
Long-term debt | 0 | 0 | ||
Other non-current liabilities | 0 | 0 | ||
Total liabilities | 527,000 | 365,000 | ||
Preferred stock | 0 | 0 | ||
Common stock | 0 | 0 | ||
Additional paid-in capital | 0 | 0 | ||
Treasury stock (754,599 shares at September 30 and March 31, 2017) | 0 | 0 | ||
Accumulated other comprehensive loss | 1,135,000 | 1,383,000 | ||
Accumulated deficit | (8,176,000) | (8,647,000) | ||
Total stockholders' equity | (7,041,000) | (7,264,000) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | (6,514,000) | (6,899,000) | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | Convertible note embedded derivative liability | ||||
Current liabilities | ||||
Derivative liability | 0 | 0 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | Warrant liability | ||||
Current liabilities | ||||
Derivative liability | $ 0 | $ 0 |
Guarantor and Non-Guarantor F65
Guarantor and Non-Guarantor Financial Statements - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Income Statements, Captions [Line Items] | ||||
Net revenues | $ 27,891 | $ 22,832 | $ 54,011 | $ 46,871 |
Cost of revenues | ||||
License fees and revenue share | 19,885 | 17,797 | 38,766 | 37,021 |
Other direct cost of revenues | 643 | 1,882 | 1,266 | 3,762 |
Total cost of revenues | 20,528 | 19,679 | 40,032 | 40,783 |
Gross profit | 7,363 | 3,153 | 13,979 | 6,088 |
Operating expenses | ||||
Product development | 2,837 | 3,117 | 5,595 | 5,952 |
Sales and marketing | 1,688 | 1,528 | 3,246 | 2,972 |
General and administrative | 4,088 | 4,815 | 7,912 | 9,920 |
Total operating expenses | 8,613 | 9,460 | 16,753 | 18,844 |
Loss from operations | (1,250) | (6,307) | (2,774) | (12,756) |
Interest and other expense, net | ||||
Interest expense, net | (662) | (622) | (1,369) | (1,304) |
Foreign exchange transaction loss | (73) | (1) | (217) | (4) |
Change in fair value of convertible note embedded derivative liability | (3,344) | (430) | (4,652) | (430) |
Change in fair value of warrant liability | (1,164) | (140) | (1,628) | (140) |
Loss on extinguishment of debt | (882) | (293) | (882) | (293) |
Loss on settlement of debt | 0 | |||
Gain / (loss) on disposal of fixed assets | 0 | |||
Gain on change in valuation of long-term contingent liability | 0 | |||
Other income | 33 | 15 | 36 | 33 |
Total interest and other expense, net | (6,092) | (1,471) | (8,712) | (2,138) |
Loss from operations before income taxes | (7,342) | (7,778) | (11,486) | (14,894) |
Income tax provision / (benefit) | (884) | (437) | (853) | (141) |
Net loss | (6,458) | (7,341) | (10,633) | (14,753) |
Foreign currency translation adjustment | 3 | (80) | (5) | (53) |
Comprehensive loss | (6,455) | (7,421) | (10,638) | (14,806) |
Elimination | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net revenues | (13,388) | (7,968) | (25,552) | (13,651) |
Cost of revenues | ||||
License fees and revenue share | (13,388) | (7,968) | (25,552) | (13,651) |
Other direct cost of revenues | 0 | 0 | 0 | 0 |
Total cost of revenues | (13,388) | (7,968) | (25,552) | (13,651) |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Product development | 0 | 0 | 0 | 0 |
Sales and marketing | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Total operating expenses | 0 | 0 | 0 | 0 |
Loss from operations | 0 | 0 | 0 | 0 |
Interest and other expense, net | ||||
Interest expense, net | 0 | 0 | 0 | 0 |
Foreign exchange transaction loss | 0 | 0 | 0 | 0 |
Change in fair value of convertible note embedded derivative liability | 0 | 0 | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | 0 |
Loss on settlement of debt | 0 | |||
Gain / (loss) on disposal of fixed assets | 0 | |||
Gain on change in valuation of long-term contingent liability | 0 | |||
Other income | 0 | 0 | 0 | 0 |
Total interest and other expense, net | 0 | 0 | 0 | 0 |
Loss from operations before income taxes | 0 | 0 | 0 | 0 |
Income tax provision / (benefit) | 0 | 0 | 0 | 0 |
Net loss | 0 | 0 | 0 | 0 |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Comprehensive loss | 0 | 0 | 0 | 0 |
Parent | ||||
Interest and other expense, net | ||||
Change in fair value of warrant liability | (140) | |||
Parent | Reportable Legal Entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Cost of revenues | ||||
License fees and revenue share | 0 | 0 | 0 | 0 |
Other direct cost of revenues | 0 | 0 | 0 | 0 |
Total cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Product development | 7 | 9 | 12 | 9 |
Sales and marketing | 72 | 42 | 174 | 82 |
General and administrative | 2,393 | 3,083 | 4,718 | 7,094 |
Total operating expenses | 2,472 | 3,134 | 4,904 | 7,185 |
Loss from operations | (2,472) | (3,134) | (4,904) | (7,185) |
Interest and other expense, net | ||||
Interest expense, net | (662) | (6) | (1,369) | (6) |
Foreign exchange transaction loss | 0 | 0 | 0 | 0 |
Change in fair value of convertible note embedded derivative liability | (3,344) | (430) | (4,652) | (430) |
Change in fair value of warrant liability | (1,164) | (140) | (1,628) | (140) |
Loss on extinguishment of debt | (882) | (293) | (882) | (293) |
Loss on settlement of debt | 0 | |||
Gain / (loss) on disposal of fixed assets | 0 | |||
Gain on change in valuation of long-term contingent liability | 0 | |||
Other income | 28 | 14 | (21) | 31 |
Total interest and other expense, net | (6,024) | (855) | (8,552) | (838) |
Loss from operations before income taxes | (8,496) | (3,989) | (13,456) | (8,023) |
Income tax provision / (benefit) | (884) | (437) | (853) | (141) |
Net loss | (7,612) | (3,552) | (12,603) | (7,882) |
Foreign currency translation adjustment | 0 | (80) | 0 | (53) |
Comprehensive loss | (7,612) | (3,632) | (12,603) | (7,935) |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net revenues | 40,775 | 30,338 | 78,712 | 59,942 |
Cost of revenues | ||||
License fees and revenue share | 32,991 | 25,547 | 63,860 | 50,424 |
Other direct cost of revenues | 430 | 1,594 | 839 | 3,185 |
Total cost of revenues | 33,421 | 27,141 | 64,699 | 53,609 |
Gross profit | 7,354 | 3,197 | 14,013 | 6,333 |
Operating expenses | ||||
Product development | 2,812 | 3,079 | 5,553 | 5,885 |
Sales and marketing | 1,547 | 1,480 | 2,950 | 2,910 |
General and administrative | 1,575 | 1,704 | 3,000 | 3,072 |
Total operating expenses | 5,934 | 6,263 | 11,503 | 11,867 |
Loss from operations | 1,420 | (3,066) | 2,510 | (5,534) |
Interest and other expense, net | ||||
Interest expense, net | 0 | (616) | 0 | (1,298) |
Foreign exchange transaction loss | (73) | (1) | (217) | (2) |
Change in fair value of convertible note embedded derivative liability | 0 | 0 | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | 0 |
Loss on settlement of debt | 0 | |||
Gain / (loss) on disposal of fixed assets | 0 | |||
Gain on change in valuation of long-term contingent liability | 0 | |||
Other income | 4 | 1 | 57 | 2 |
Total interest and other expense, net | (69) | (616) | (160) | (1,298) |
Loss from operations before income taxes | 1,351 | (3,682) | 2,350 | (6,832) |
Income tax provision / (benefit) | 0 | 0 | 0 | 0 |
Net loss | 1,351 | (3,682) | 2,350 | (6,832) |
Foreign currency translation adjustment | 219 | 0 | (5) | 0 |
Comprehensive loss | 1,570 | (3,682) | 2,345 | (6,832) |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net revenues | 504 | 462 | 851 | 580 |
Cost of revenues | ||||
License fees and revenue share | 282 | 218 | 458 | 248 |
Other direct cost of revenues | 213 | 288 | 427 | 577 |
Total cost of revenues | 495 | 506 | 885 | 825 |
Gross profit | 9 | (44) | (34) | (245) |
Operating expenses | ||||
Product development | 18 | 29 | 30 | 163 |
Sales and marketing | 69 | 6 | 122 | (20) |
General and administrative | 120 | 28 | 194 | (246) |
Total operating expenses | 207 | 63 | 346 | (208) |
Loss from operations | (198) | (107) | (380) | (37) |
Interest and other expense, net | ||||
Interest expense, net | 0 | 0 | 0 | 0 |
Foreign exchange transaction loss | 0 | 0 | 0 | (2) |
Change in fair value of convertible note embedded derivative liability | 0 | 0 | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | 0 |
Loss on settlement of debt | 0 | |||
Gain / (loss) on disposal of fixed assets | 0 | |||
Gain on change in valuation of long-term contingent liability | 0 | |||
Other income | 1 | 0 | 0 | 0 |
Total interest and other expense, net | 1 | 0 | 0 | (2) |
Loss from operations before income taxes | (197) | (107) | (380) | (39) |
Income tax provision / (benefit) | 0 | 0 | 0 | 0 |
Net loss | (197) | (107) | (380) | (39) |
Foreign currency translation adjustment | (216) | 0 | 0 | 0 |
Comprehensive loss | $ (413) | $ (107) | $ (380) | $ (39) |
Guarantor and Non-Guarantor F66
Guarantor and Non-Guarantor Financial Statements - Cash Flow Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||||
Net loss | $ (6,458) | $ (7,341) | $ (10,633) | $ (14,753) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Depreciation and amortization | 1,808 | 4,199 | ||
Change in allowance for doubtful accounts | 235 | 7 | ||
Amortization of debt discount and debt issuance costs | 680 | 681 | ||
Accrued interest | (24) | (91) | ||
Stock-based compensation | 1,479 | 2,310 | ||
Restricted shares and warrants compensation for services rendered | 150 | 166 | ||
Change in fair value of convertible note embedded derivative liability | 3,344 | 430 | 4,652 | 430 |
Change in fair value of warrant liability | 1,164 | 140 | 1,628 | 140 |
Loss on extinguishment of debt | 882 | 293 | 882 | 293 |
(Increase) / decrease in assets: | ||||
Restricted cash transferred from operating cash | 0 | 321 | ||
Accounts receivable | (7,468) | 35 | ||
Deposits | 4 | 61 | ||
Deferred tax assets | 336 | (99) | ||
Prepaid expenses and other current assets | 66 | 68 | ||
Increase / (decrease) in liabilities: | ||||
Accounts payable | 3,409 | 4,771 | ||
Accrued license fees and revenue share | 1,912 | (1,009) | ||
Accrued compensation | 803 | (280) | ||
Other current liabilities | (86) | (393) | ||
Other non-current liabilities | (541) | 20 | ||
Intercompany movement of cash | 0 | |||
Net cash used in operating activities | (1,380) | (3,567) | ||
Cash flows from investing activities | ||||
Capital expenditures | (823) | (1,115) | ||
Net cash used in investing activities | (823) | (1,115) | ||
Cash flows from financing activities | ||||
Cash received from issuance of convertible notes | 0 | 16,000 | ||
Proceeds from short-term borrowings | 2,500 | 0 | ||
Payments on short-term borrowings | (247) | (11,000) | ||
Payment of debt issuance costs | (346) | (2,091) | ||
Options exercised | 19 | 11 | ||
Stock issued for cash in stock offering, net | (247) | |||
Net cash provided by financing activities | 1,926 | 2,920 | ||
Effect of exchange rate changes on cash | (5) | (53) | ||
Net change in cash | (282) | (1,815) | ||
Cash, beginning of period | 6,149 | 11,231 | ||
Cash, end of period | 5,867 | 9,416 | 5,867 | 9,416 |
Elimination | ||||
Cash flows from operating activities | ||||
Net loss | 0 | 0 | 0 | 0 |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Change in fair value of convertible note embedded derivative liability | 0 | 0 | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | 0 |
Parent | ||||
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Amortization of debt discount and debt issuance costs | 0 | |||
Change in fair value of warrant liability | 140 | |||
(Increase) / decrease in assets: | ||||
Deferred tax assets | (99) | |||
Cash flows from financing activities | ||||
Cash received from issuance of convertible notes | 0 | |||
Payment of debt issuance costs | 0 | |||
Parent | Reportable Legal Entities | ||||
Cash flows from operating activities | ||||
Net loss | (7,612) | (3,552) | (12,603) | (7,882) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Depreciation and amortization | 9 | 5 | ||
Change in allowance for doubtful accounts | 0 | 0 | ||
Amortization of debt discount and debt issuance costs | 680 | |||
Accrued interest | (24) | 0 | ||
Stock-based compensation | 1,479 | 2,310 | ||
Restricted shares and warrants compensation for services rendered | 150 | 166 | ||
Change in fair value of convertible note embedded derivative liability | 3,344 | 430 | 4,652 | 430 |
Change in fair value of warrant liability | 1,164 | 140 | 1,628 | 140 |
Loss on extinguishment of debt | 882 | 293 | 882 | 293 |
(Increase) / decrease in assets: | ||||
Restricted cash transferred from operating cash | 0 | |||
Accounts receivable | 0 | 17 | ||
Deposits | 0 | 0 | ||
Deferred tax assets | 336 | |||
Prepaid expenses and other current assets | 33 | (49) | ||
Increase / (decrease) in liabilities: | ||||
Accounts payable | (272) | 233 | ||
Accrued license fees and revenue share | 0 | 0 | ||
Accrued compensation | 501 | 582 | ||
Other current liabilities | 2,096 | 1,539 | ||
Other non-current liabilities | (529) | (1,004) | ||
Intercompany movement of cash | 3 | |||
Net cash used in operating activities | (1,651) | (3,121) | ||
Cash flows from investing activities | ||||
Capital expenditures | 0 | (3) | ||
Net cash used in investing activities | 0 | (3) | ||
Cash flows from financing activities | ||||
Proceeds from short-term borrowings | 2,500 | |||
Payments on short-term borrowings | 0 | |||
Payment of debt issuance costs | (346) | |||
Options exercised | 19 | 11 | ||
Stock issued for cash in stock offering, net | (247) | |||
Net cash provided by financing activities | 1,926 | 11 | ||
Effect of exchange rate changes on cash | 0 | (53) | ||
Net change in cash | 275 | (3,166) | ||
Cash, beginning of period | 258 | 6,712 | ||
Cash, end of period | 533 | 3,546 | 533 | 3,546 |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Cash flows from operating activities | ||||
Net loss | 1,351 | (3,682) | 2,350 | (6,832) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Depreciation and amortization | 1,391 | 3,616 | ||
Change in allowance for doubtful accounts | 243 | 7 | ||
Amortization of debt discount and debt issuance costs | 0 | 681 | ||
Accrued interest | 0 | (91) | ||
Stock-based compensation | 0 | 0 | ||
Restricted shares and warrants compensation for services rendered | 0 | 0 | ||
Change in fair value of convertible note embedded derivative liability | 0 | 0 | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | 0 |
(Increase) / decrease in assets: | ||||
Restricted cash transferred from operating cash | 321 | |||
Accounts receivable | (7,614) | 325 | ||
Deposits | 4 | 17 | ||
Deferred tax assets | 0 | 0 | ||
Prepaid expenses and other current assets | 45 | 108 | ||
Increase / (decrease) in liabilities: | ||||
Accounts payable | 3,630 | 4,562 | ||
Accrued license fees and revenue share | 1,736 | (1,219) | ||
Accrued compensation | 302 | (765) | ||
Other current liabilities | (1,679) | 61 | ||
Other non-current liabilities | (12) | (617) | ||
Intercompany movement of cash | (28) | |||
Net cash used in operating activities | 368 | (468) | ||
Cash flows from investing activities | ||||
Capital expenditures | (818) | (1,092) | ||
Net cash used in investing activities | (818) | (1,092) | ||
Cash flows from financing activities | ||||
Cash received from issuance of convertible notes | 16,000 | |||
Proceeds from short-term borrowings | 0 | |||
Payments on short-term borrowings | (11,000) | |||
Payment of debt issuance costs | 0 | (2,091) | ||
Options exercised | 0 | 0 | ||
Stock issued for cash in stock offering, net | 0 | |||
Net cash provided by financing activities | 0 | 2,909 | ||
Effect of exchange rate changes on cash | (5) | 0 | ||
Net change in cash | (455) | 1,349 | ||
Cash, beginning of period | 5,333 | 4,466 | ||
Cash, end of period | 4,878 | 5,815 | 4,878 | 5,815 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Cash flows from operating activities | ||||
Net loss | (197) | (107) | (380) | (39) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Depreciation and amortization | 408 | 578 | ||
Change in allowance for doubtful accounts | (8) | 0 | ||
Amortization of debt discount and debt issuance costs | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Stock-based compensation | 0 | 0 | ||
Restricted shares and warrants compensation for services rendered | 0 | 0 | ||
Change in fair value of convertible note embedded derivative liability | 0 | 0 | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | 0 |
(Increase) / decrease in assets: | ||||
Restricted cash transferred from operating cash | 0 | |||
Accounts receivable | 146 | (307) | ||
Deposits | 0 | 44 | ||
Deferred tax assets | 0 | 0 | ||
Prepaid expenses and other current assets | (12) | 9 | ||
Increase / (decrease) in liabilities: | ||||
Accounts payable | 51 | (24) | ||
Accrued license fees and revenue share | 176 | 210 | ||
Accrued compensation | 0 | (97) | ||
Other current liabilities | (503) | (1,993) | ||
Other non-current liabilities | 0 | 1,641 | ||
Intercompany movement of cash | 25 | |||
Net cash used in operating activities | (97) | 22 | ||
Cash flows from investing activities | ||||
Capital expenditures | (5) | (20) | ||
Net cash used in investing activities | (5) | (20) | ||
Cash flows from financing activities | ||||
Cash received from issuance of convertible notes | 0 | |||
Proceeds from short-term borrowings | 0 | |||
Payments on short-term borrowings | 0 | |||
Payment of debt issuance costs | 0 | 0 | ||
Options exercised | 0 | 0 | ||
Stock issued for cash in stock offering, net | 0 | |||
Net cash provided by financing activities | 0 | 0 | ||
Effect of exchange rate changes on cash | 0 | 0 | ||
Net change in cash | (102) | 2 | ||
Cash, beginning of period | 558 | 53 | ||
Cash, end of period | $ 456 | $ 55 | $ 456 | $ 55 |