# Digital Turbine, Inc.: Form 10-Q for the period ended Sep 30, 2016

- Company: [Digital Turbine, Inc.](/companies/apps.md) (CIK 317788)
- Form: 10-Q
- Filed: 2016-11-09
- Accepted by EDGAR: Nov 9, 2016, 16:41 ET
- Period: 2016-09-30
- Accession: 0001628280-16-021130
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/317788/000162828016021130/q2fy201710-qdocument.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/317788/000162828016021130/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2016-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2016-07-01 to 2016-09-30 | $22.8m | us-gaap:Revenues |
| Revenue | 6 months, 2016-04-01 to 2016-09-30 | $46.9m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2016-07-01 to 2016-09-30 | $19.7m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2016-04-01 to 2016-09-30 | $40.8m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2016-07-01 to 2016-09-30 | $3.2m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2016-04-01 to 2016-09-30 | $6.1m | us-gaap:GrossProfit |
| Research and development | 3 months, 2016-07-01 to 2016-09-30 | $3.1m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2016-04-01 to 2016-09-30 | $6.0m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2016-07-01 to 2016-09-30 | −$6.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2016-04-01 to 2016-09-30 | −$12.8m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2016-07-01 to 2016-09-30 | −$7.3m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2016-04-01 to 2016-09-30 | −$14.8m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2016-07-01 to 2016-09-30 | −$0.11 | us-gaap:EarningsPerShareBasicAndDiluted |
| Diluted EPS | 6 months, 2016-04-01 to 2016-09-30 | −$0.22 | us-gaap:EarningsPerShareBasicAndDiluted |
| Operating cash flow | 6 months, 2016-04-01 to 2016-09-30 | −$3.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2016-09-30 | $9.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2016-09-30 | $27.9m | us-gaap:AssetsCurrent |
| Total assets | at 2016-09-30 | $117.1m | us-gaap:Assets |
| Current liabilities | at 2016-09-30 | $31.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2016-09-30 | $47.1m | us-gaap:Liabilities |
| Long-term debt | at 2016-09-30 | $9.4m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2016-09-30 | $0 | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2016-09-30 | $70.0m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 42,888 characters.

The following discussion should be read in conjunction with, and is qualified in its entirety by, the Financial Statements and the Notes thereto included in this Report. This Quarterly Report on Form 10-Q (the “Report”) and the following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve substantial risks and uncertainties. When used in this Report, the words “anticipate,” “believe,” “estimate,” “expect,” “will,” “seeks,” “should,” “could,” “would,” “may” and similar expressions, as they relate to our management or us, are intended to identify such forward-looking statements. Our actual results, performance, or achievements could differ materially from those expressed in, or implied by these forward-looking statements as a result of a variety of factors including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016 as well as those described elsewhere in this report and in our other public filings. The risks included are not exhaustive, and additional factors could adversely affect our business and financial performance. We operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Historical operating results are not necessarily indicative of the trends in operating results for any future period. We do not undertake any obligation to update any forward-looking statements made in this Report. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends. This report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

All numbers are in thousands, except share and per share amounts.

### Company Overview

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 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:

- O&O, an advertiser solution for unique and exclusive carrier and OEM inventory which is comprised of services including:
- Ignite, a mobile device management platform with targeted application distribution capabilities,
- Discover, an intelligent application discovery platform, and
- Other professional services directly related to the Ignite platform.
- A&P, a leading worldwide mobile user acquisition network which is comprised of services including:
- Syndicated network, and
- RTB or programmatic advertising.

The Company's Content business is comprised of services including:

- Marketplace, an application and content store, and
- Pay, a content management and mobile payment solution.

### Advertising

#### O&O Business

The Company's O&O business is an advertiser solution for unique and exclusive carrier and OEM inventory, which is comprised of services including Ignite and Discover.

Ignite is a mobile application management software that enables mobile operators and OEMs to control, manage, and monetize applications installed at the time of activation and over the life of a mobile device. Ignite allows mobile operators to personalize the app activation experience for customers and monetize their home screens via Cost-Per-Install or CPI arrangements, Cost-Per-Placement or CPP arrangements, and/or Cost-Per-Action or CPA arrangements with third-party advertisers. There are several different delivery methods available to operators and OEMs on first boot of the device: Wizard, Silent, Software Development Kit ("SDK"), or Direct through Discover. Optional notification features are available throughout the life cycle of the device, providing operators additional opportunity for advertising revenue streams. The Company has launched Ignite with mobile operators and OEMs in North America, Latin America, Europe, Asia Pacific, India, and Israel.

Discover enables end user application and content discovery, both organic and sponsored, through a variety of user interfaces. The recommendation engine powering Discover and other Digital Turbine products is AppSource, which provides intelligent recommendations to the device end user. Monetization occurs through the display of and/or recommendation of applications via the CPI commercial model. Discover has been deployed with mobile operators in North America and Asia Pacific.

#### A&P Business

The Company's A&P business, formerly Appia Core, is a worldwide mobile user acquisition network. Its mobile user acquisition platform is a demand side platform, or DSP. This platform allows mobile advertisers to engage with the right customers for their applications at the right time to gain them as customers. The A&P business, through its syndicated network service, accesses mobile ad inventory through publishers including direct developer relationships, mobile websites, mobile carriers, and mediated relationships. The A&P business also accesses mobile ad inventory by purchasing inventory through exchanges using RTB. The advertising revenue generated by A&P platform is shared with publishers according to contractual rates in the case of direct or mediated relationships. When inventory is accessed using RTB, A&P buys inventory at a rate determined by the marketplace. Since inception, A&P has delivered over 150 million application installs for hundreds of advertisers.

### Content

Pay is an Application Programming Interface ("API") that integrates billing infrastructure between mobile operators and content publishers to facilitate mobile commerce. Increasingly, mobile content publishers want to go directly to consumers to sell their content rather than sell through traditional distributors such as Google Play or the Apple Application Store, which are not as prominent in select countries. Pay allows publishers and carriers to monetize those applications by allowing the content to be billed directly to the consumer via carrier billing. Pay has been launched in Australia, Philippines, India, and Singapore.

Marketplace is a white-label solution for mobile operators and OEMs to offer their own branded content store. Marketplace can be sold as an application storefront that manages the retailing of mobile content including features such as merchandising, product placements, reporting, pricing, promotions, and distribution of digital goods. Marketplace also includes the distribution and licensing of content across multiple content categories including music, applications, wallpapers, videos, and games. Marketplace is deployed with many operators across multiple countries including Australia, Philippines, Singapore, and Indonesia.

### RESULTS OF OPERATIONS

*(in thousands, except per share amounts)*

*(in thousands, except per share amounts)*

|  | Three Months Ended September 30, 2016 | 2015 | % of Change | Six Months Ended September 30, 2016 | 2015 | % of Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net revenues | $22,832 | $20,734 | 10.1% | $46,871 | $39,420 | 18.9% |
| License fees and revenue share | 17,797 | 16,099 | 10.5% | 37,021 | 30,320 | 22.1% |
| Other direct cost of revenues | 1,882 | 4,558 | (58.7)% | 3,762 | 6,749 | (44.3)% |
| Gross profit | 3,153 | 77 | 3,994.8% | 6,088 | 2,351 | 159.0% |
| Total operating expenses | 9,460 | 8,221 | 15.1% | 18,844 | 17,646 | 6.8% |
| Loss from operations | (6,307) | (8,144) | (22.6)% | (12,756) | (15,295) | (16.6)% |
| Interest expense, net | (622) | (405) | 53.6% | (1,304) | (896) | 45.5% |
| Foreign exchange transaction loss | (1) | (13) | (92.3)% | (4) | (12) | (66.7)% |
| Change in fair value of convertible note embedded derivative liability | (430) | — | 100.0% | (430) | — | 100.0% |
| Change in fair value of warrant liability | (140) | — | 100.0% | (140) | — | 100.0% |
| Loss on extinguishment of debt | (293) | — | 100.0% | (293) | — | 100.0% |
| Loss on disposal of fixed assets | — | — | —% | — | (23) | (100.0)% |
| Other income | 15 | 11 | 36.4% | 33 | 28 | 17.9% |
| Loss from operations before income taxes | (7,778) | (8,551) | (9.0)% | (14,894) | (16,198) | (8.1)% |
| Income tax provision / (benefit) | (437) | (229) | 90.8% | (141) | 243 | (158.0)% |
| Net loss | $(7,341) | $(8,322) | (11.8)% | $(14,753) | $(16,441) | (10.3)% |
| Basic and diluted net loss per common share | $(0.11) | $(0.14) | (21.4)% | $(0.22) | $(0.29) | (24.1)% |
| Weighted-average common shares outstanding, basic and diluted | 66,457 | 57,274 | 16.0% | 66,358 | 57,328 | 15.8% |

36

### Comparison of the three and six months ended September 30, 2016 and 2015

### Revenues

*(in thousands)*

*(in thousands)*

| Revenues by type: | Three Months Ended September 30, 2016 | 2015 | % of Change | Six Months Ended September 30, 2016 | 2015 | % of Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Content | $7,626 | $7,070 | 7.9% | $18,856 | $14,140 | 33.4% |
| Advertising | 15,206 | 13,664 | 11.3% | 28,015 | 25,280 | 10.8% |
| Total | $22,832 | $20,734 | 10.1% | $46,871 | $39,420 | 18.9% |

During the three and six months ended September 30, 2016 there was an approximately $2,098 and $7,451 or 10.1% and 18.9%, increase in overall revenue, respectively, as compared to the three and six months ended September 30, 2015. During the three and six months ended September 30, 2016, as compared to the three and six months ended September 30, 2015, the Company experienced growth in both the Content and Advertising businesses. Organic growth in Advertising was driven by significant growth in O&O revenue, which offset a decline in A&P revenue. O&O revenue growth was driven by increased CPI and CPP revenue from Advertising partners across existing carrier distribution partners as well as expansion with new carrier distribution partners. A&P revenue declined due to decreased demand from Advertising partners. The increase in the Content business was driven primarily by growth in Pay from overall increased demand for the product with customers in Australia, the increase of Pay revenue in India, and from an increase in marketing spend by Content providers during the three months ended June 30, 2016. The increase in the Content business was offset by a continued decline in Marketplace. For more details on the Company's services included in the Advertising and Content segments, see PART I Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to continuing operations, section titled "Revenue by Service Category."

### Gross Margins

*(in thousands)*

*(in thousands)*

| Gross margin by type: | Three Months Ended September 30, 2016 | 2015 | % of Change | Six Months Ended September 30, 2016 | 2015 | % of Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Content gross margin $ | $781 | (1,656) | (147.2)% | $1,970 | (858) | (329.6)% |
| Content gross margin % | 10.2% | (23.4)% |  | 10.4% | (6.1)% |  |
| Advertising gross margin $ | $2,372 | 1,733 | 36.9% | $4,118 | 3,209 | 28.3% |
| Advertising gross margin % | 15.6% | 12.7% |  | 14.7% | 12.7% |  |
| Total gross margin $ | $3,153 | 77 | 3,994.8% | $6,088 | 2,351 | 159.0% |
| Total gross margin % | 13.8% | 0.4% |  | 13.0% | 6.0% |  |

Total gross margin, inclusive of the impact of other direct cost of revenues (amortization of intangibles) was approximately $3,153 and $6,088 or 13.8% and 13.0% for the three and six months ended September 30, 2016, respectively, versus approximately $77 and $2,351 or 0.4% and 6.0% for the three and six months ended September 30, 2015, respectively. The three and six months ended September 30, 2015 includes the impact of an approximate $2,400 accelerated amortization expense related to customer relationship intangible assets associated with customer terminations related to our DT EMEA Content business. Excluding the effects of the approximately $2,400 amortization, total gross margin for the three months ended September 30, 2015 would have been approximately $2,477 or 11.9% versus $3,153 or 13.8% for the three months ended September 30, 2016. The increase from $2,477 to $3,153 is primarily attributable to an increase in Advertiser demand in the O&O business, offset by decreased demand from Advertising partners in the A&P business. Excluding the effects of the approximately $2,400 amortization, total gross margin for the six months ended September 30, 2015 would have been approximately $4,751 or 12.1% versus $6,088 or 13.0% for the six months ended September 30, 2016. The increase from $4,751 to $6,088 is primarily attributable to an increase in Advertiser demand in the O&O business, offset by decreased demand from Advertisers partners in the A&P business. Overall gross margin percentage increased as growth in higher gross margin Advertising revenue was coupled with lower amortization of intangibles.

Content gross margin, inclusive of the impact of other direct cost of revenues (amortization of intangibles), was approximately $781 or 10.2% for the three months ended September 30, 2016, respectively, versus approximately $(1,656) or (23.4)% for the three months ended September 30, 2015, respectively. Excluding the effects of the approximately $2,400 amortization that occurred in the comparable 2015 period, Content gross margin for the three months ended September 30, 2015 would have been approximately $744 or 10.5% versus $781 or 10.2% for the three months ended September 30, 2016. Content gross margin dollars remained flat primarily due to a slowdown in marketing spend by Pay customers during the three months ended September 30, 2016. The decrease in Content gross margin percentage was due primarily to a mix shift from Marketplace to Pay, which carries a lower gross margin. For more details on the Company's services included in the Content segment, see PART I Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to continuing operations, section titled "Revenue by Service Category."

Content gross margin, inclusive of the impact of other direct cost of revenues (amortization of intangibles), was approximately $1,970 or 10.4% for the six months ended September 30, 2016, respectively, versus approximately $(858) or (6.1)% for the six months ended September 30, 2015, respectively. Excluding the effects of the approximately $2,400 amortization that occurred in the comparable 2015 period, Content gross margin for the six months ended September 30, 2015 would have been approximately $1,542 or 10.9% versus $1,970 or 10.4% for the six months ended September 30, 2016. The increase in Content gross margin dollars was due primarily to the increase in overall demand for the Company's Pay service and the service being launched with new customers in Australia and India. The decrease in Content gross margin percentage was due primarily to a mix shift from Marketplace to Pay, which carries a lower gross margin. For more details on the Company's services included in the Content segment, see PART I Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to continuing operations, section titled "Revenue by Service Category."

Advertising gross margin, inclusive of the impact of other direct cost of revenues (amortization of intangibles), was approximately $2,372 and $4,118 or 15.6% and 14.7% for the three and six months ended September 30, 2016, respectively, versus approximately $1,733 and $3,209 or 12.7% and 12.7% for the three and six months ended September 30, 2015, respectively. The increase in advertising gross margin dollars was primarily attributable to growth in O&O revenue. Advertising gross margin percentage increased due to a mix shift from A&P to O&O, which carries a higher gross margin. For more details on the Company's services included in the Advertising segment, see PART I Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to continuing operations, section titled "Revenue by Service Category."

### Operating Expenses

*(in thousands)*

*(in thousands)*

|  | Three Months Ended September 30, 2016 | 2015 | % of Change | Six Months Ended September 30, 2016 | 2015 | % of Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Product development | $3,117 | $2,406 | 29.6% | $5,952 | $5,160 | 15.3% |
| Sales and marketing | 1,528 | 1,468 | 4.1% | 2,972 | 2,750 | 8.1% |
| General and administrative | 4,815 | 4,347 | 10.8% | 9,920 | 9,736 | 1.9% |
| Total operating expenses | $9,460 | $8,221 | 15.1% | $18,844 | $17,646 | 6.8% |

Product development expenses include the development and maintenance of the Company's product suite, including A&P and O&O, as well as the costs to support Pay and Marketplace through the optimization of content for consumption on a mobile phone. Expenses in this area are primarily a function of personnel.

Sales and marketing expenses represent the costs of sales and marketing personnel, advertising and marketing campaigns, and campaign management.

General and administrative expenses represent management, finance, and support personnel costs in both the parent and subsidiary companies, which include professional and consulting costs, in addition to other costs such as rent, stock-based compensation, and depreciation expense.

Total operating expenses for the three months ended September 30, 2016, and 2015 were approximately $9,460 and $8,221, respectively, an increase of approximately $1,239 or 15.1%.

Total operating expense for the six months ended September 30, 2016 and 2015 were approximately $18,844 and $17,646, respectively, an increase of approximately $1,198 or 6.8%.

Product development expenses for the three and six months ended September 30, 2016 and 2015 were approximately $3,117 and $5,952 and $2,406 and $5,160 , respectively, an increase of approximately $711 and $792 or 29.6% and 15.3%, respectively. The increase in product development expenses year-over-year was primarily attributable to the Company's investment in the offices in Tel Aviv, Israel and Durham, North Carolina through additional headcount being added in those regions, as well as from increased hosting expenses driven by the growth in both O&O business and Pay services.

Sales and marketing expenses for the three and six months ended September 30, 2016 and 2015 were approximately $1,528 and $2,972 and $1,468 and $2,750, respectively, an increase of approximately $60 and $222 or 4.1% and 8.1%, respectively. The increase in sales and marketing expenses year-over-year was primarily attributable to increased commissions associated with the sales team generating more revenue through new and existing advertising relationships.

General and administrative expenses for the three and six months ended September 30, 2016 and 2015 were approximately $4,815 and $9,920 and $4,347 and $9,736, respectively, an increase of approximately $468 and $184 or 10.8% and 1.9%, respectively. The increase in general and administrative expenses year-over-year includes an increase in legal and recruiting fees, offset by lower professional fees with lower accounting and professional services.

### Interest and Other Income / (Expense)

*(in thousands)*

*(in thousands)*

|  | Three Months Ended September 30, 2016 | 2015 | % of Change | Six Months Ended September 30, 2016 | 2015 | % of Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest expense, net | $(622) | $(405) | 53.6% | $(1,304) | $(896) | 45.5% |
| Foreign exchange transaction loss | (1) | (13) | (92.3)% | (4) | (12) | (66.7)% |
| Change in fair value of convertible note embedded derivative liability | (430) | — | 100.0% | (430) | — | 100.0% |
| Change in fair value of warrant liability | (140) | — | 100.0% | (140) | — | 100.0% |
| Loss on extinguishment of debt | (293) | — | 100.0% | (293) | — | 100.0% |
| Loss on disposal of fixed assets | — | — | —% | — | (23) | (100.0)% |
| Other income | 15 | 11 | 36.4% | 33 | 28 | 17.9% |
| Total interest and other expense, net | $(1,471) | $(407) | 261.4% | $(2,138) | $(903) | 136.8% |

Total interest and other expense, net, for the three and six months ended September 30, 2016 and 2015 were approximately $1,471 and $2,138 and $407 and $903, respectively, an increase in net expenses of approximately $1,064 and $1,235 or 261.4% and 136.8%, respectively. Interest and other expense, net, includes net interest expense, foreign exchange transaction loss, loss from change in fair value of convertible note embedded derivative liability and warrant liability, loss on extinguishment of debt, loss on disposal of fixed assets, and other ancillary costs incurred by the Company.

#### Interest Income (Expense)

Interest expense is generated from our long-term debt under the Term Loan Agreement with SVB and the Secured Debenture with NAC, which the Company entered into both during March 2015. Interest income consists of interest income earned on our cash and cash equivalents. This increase in total interest and other expense, net, was primarily attributable to net interest expense which includes additional fees incurred related to the amendments entered into by the Company with SVB and NAC (which were recorded as debt issuance costs and expensed as a component of interest expense over the life of the debt), as well as the scheduled increase in Subordinated Debenture interest rate from 10% to 14% during the six months ended September 30, 2016. The increase in interest expense during the three and six months ended September 30, 2016 is further increased by the payoff of the Company's $3,000 and $8,000 short term debt with SVB and NAC, respectively, as of September 28, 2016. The Company recorded approximately $6 of interest expense related to the convertible notes issued on September 28, 2016.

#### Foreign Exchange Transaction Loss

Other expense for three and six months ended September 30, 2016 and 2015 consists primarily of foreign exchange gains and losses, based on fluctuations of the Company’s foreign denominated currencies.

#### Loss From Change in Fair Value of Convertible Note Embedded Derivative Liability

The Company accounts for the convertible note embedded derivative liability 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. 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 pricing on the days of September 28, 2016 to September 30, 2016 increased from $0.99 to $1.05, this had the impact of increasing the the loss from change in fair value of derivative liability by $430.

#### Loss From Change in Fair Value of Warrant Liability

The Company accounts for the warrants issued in connection with the above-noted sale of Notes to the Initial Purchaser 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. Due to the valuation of the warrant 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 pricing on the days of September 28, 2016 to September 30, 2016 increased from $0.99 per share to $1.05 per share, this had the impact of increasing the loss from change in fair value of warrant liability by $140.

#### Loss on Extinguishment of Debt

As part of the payoff of the NAC and SVB debt on September 28, 2016, the Company fully expensed the remainder of the debt discount associated with the NAC debt and debt issuance costs associated with both the SVB and NAC debt to loss on extinguishment of debt of $293.

### Revenues by Product and Service Categories

The following table summarizes our net revenues by product and service categories for the three and six months ended September 30, 2016 and 2015. The amount or percentage of total revenue contributed by class of products and services has been presented for those classes accounting for more than 10% or more of total net revenue in any of the periods presented, with all other amounts individually representing less than 10% of total net revenue included in the Other category.

*(in thousands)*

*(in thousands)*

| Net revenues | Three Months Ended September 30, 2016 Dollars | % of Net Revenues | Three Months Ended September 30, 2015 Dollars | % of Net Revenues | % of Change |
| --- | ---: | ---: | ---: | ---: | ---: |
| Pay | $7,191 | 31.5% | $6,230 | 30.1% | 15.4% |
| Ignite | 9,301 | 40.7% | 3,980 | 19.2% | 133.7% |
| Syndicated Network | 5,221 | 22.9% | 9,602 | 46.3% | (45.6)% |
| Other | 1,119 | 4.9% | 922 | 4.4% | 21.4% |
| Total net revenues | $22,832 | 100.0% | $20,734 | 100.0% | 10.1% |

40

*(in thousands)*

*(in thousands)*

| Net revenues | Six Months Ended September 30, 2016 Dollars | % of Net Revenues | Six Months Ended September 30, 2015 Dollars | % of Net Revenues | % of Change |
| --- | ---: | ---: | ---: | ---: | ---: |
| Pay | $17,912 | 38.2% | $11,904 | 30.2% | 50.5% |
| Ignite | 16,126 | 34.4% | 6,745 | 17.1% | 139.1% |
| Syndicated Network | 11,000 | 23.5% | 18,016 | 45.7% | (38.9)% |
| Other | 1,833 | 3.9% | 2,755 | 7.0% | (33.5)% |
| Total net revenues | $46,871 | 100.0% | $39,420 | 100.0% | 18.9% |

#### Advertising

The Company's O&O business is an advertiser solution for unique and exclusive carrier and OEM inventory. During the three and six months ended September 30, 2016, the main revenue driver for the O&O business was the Ignite service. Ignite is a mobile application management software that enables mobile operators and OEMs to control, manage, and monetize applications installed at the time of activation and over the life of a mobile device. During the three and six months ended September 30, 2016 there was an approximately $5,321 and $9,381 or 133.7% and 139.1% increase in Ignite net revenues, respectively, as compared to the three and six months ended September 30, 2015. This increase in Ignite net revenue was attributable to increased demand for the Ignite service, driven primarily by increased CPI and CPP revenue from advertising partners across existing commercial deployments of Ignite with carrier partners as well as expanded distribution with new carrier partners.

The Company's A&P business, formerly Appia Core, is a worldwide mobile user acquisition network. Its mobile user acquisition platform is a demand side platform, or DSP. This platform allows mobile advertisers to engage with the right customers for their applications at the right time to gain them as customers. The A&P business, through its syndicated network service, accesses mobile ad inventory through publishers including direct developer relationships, mobile websites, mobile carriers and mediated relationships. The advertising revenue generated by A&P platform is shared with publishers according to contractual rates in the case of direct or mediated relationships. During the three and six months ended September 30, 2016, the decrease in revenue for the A&P business was primarily attributable to the syndicated network service. During the three and six months ended September 30, 2016 there was an approximately $4,381 and $7,016 or (45.6)% and (38.9)% decrease in syndicated network net revenues, respectively, as compared to the three and six months ended September 30, 2015. This decrease in syndicated network revenue was due primarily to the decrease in demand from advertising partners, reflecting a trend we expect to continue as the market shifts away from non-automated syndicated networks such as our current A&P business towards more programmatic advertising such as RTB, making our initiative in that area important in order to reverse the declines in this business.

#### Content

Pay is an API that integrates billing infrastructure between mobile operators and content publishers to facilitate mobile commerce. Increasingly, mobile content publishers want to go directly to consumers to sell their content rather than sell through traditional distributors such as Google Play or the Apple Application Store, which are not as prominent in select countries. Pay allows publishers and carriers to monetize those applications by allowing the content to be billed directly to the consumer via carrier billing. Pay has been launched in Australia, Philippines, India, and Singapore. During the three and six months ended September 30, 2016 there was an approximately $961 and $6,008 or 15.4% and 50.5% increase in Pay net revenues, respectively, as compared to the three and six months ended September 30, 2015. This increase in Pay net revenue was due primarily to the increase in overall demand for the Company's Pay service and the service being launched with new customers in Australia and India, and from an increase in marketing spend by Content providers during the three months ended June 30, 2016, offset by decreased advertising spend by Content providers during the three months ended September 30, 2016.

### Liquidity and Capital Resources

### Selected Financial Information

*(in thousands)*

|  | September 30, 2016 | March 31, 2016 |
| --- | ---: | ---: |
| Cash and cash equivalents | $9,416 | $11,231 |
| **Short-term debt** |  |  |
| Revolving line of credit, principal | — | 3,000 |
| Secured debenture, net of debt issuance costs and discounts of $0 and $568, respectively | — | 7,432 |
| Total short-term debt | $— | $10,432 |
| **Long-term debt** |  |  |
| Convertible notes, net of debt issuance costs and discounts of $6,616 and $0, respectively | $9,384 | $— |
| Total long-term debt | 9,384 | — |
| **Total debt** | $9,384 | $10,432 |
| **Working capital** |  |  |
| Current assets | $27,881 | $29,546 |
| Current liabilities | 31,417 | 38,854 |
| Working capital | $(3,536) | $(9,308) |

### Working Capital

Cash and cash equivalents totaled approximately $9,416 and $11,231 at September 30, 2016 and March 31, 2016, respectively, a decrease of approximately $1,815 or 16.2%. Current assets totaled approximately $27,881 and approximately $29,546 at September 30, 2016 and March 31, 2016, respectively, a decrease of approximately $1,665 or 5.6%. As of September 30, 2016 and March 31, 2016, the Company had approximately $17,477 and $17,519, respectively, in accounts receivable, a decrease of $42 or 0.2%. As of September 30, 2016 and March 31, 2016 the Company's working capital deficit was $3,536 and $9,308, respectively, a decrease in working capital deficit of $5,772 or 62.0%. The working capital deficit as of March 31, 2016 included the impact of the subordinated debenture with NAC classified as a current liability of $7,432 (net of debt issuance costs and discounts of $568), as compared to $0 as of September 30, 2016 due to the payoff of the subordinated debenture with NAC on September 28, 2016. Excluding the impact of the classification of the subordinated debenture with NAC (net of debt issuance costs and discounts of $568) in current liabilities at March 31, 2016, the Company's working capital deficit would have been $1,876 as of March 31, 2016 as compared to a working capital deficit of $(3,536) as of September 30, 2016, an increase in the working capital deficit of $1,660. Excluding the impact of the classification of the subordinated debenture with NAC in current liabilities as of March 31, 2016, the increase in working capital deficit is due primarily to a decrease in cash and cash equivalents of $1,815, a net increase in accounts payable and accrued license fees and revenue share of $3,762, offset by the payoff of the SVB revolving line of credit on September 28, 2016 amounting to $3,000.

Our primary sources of liquidity have historically been issuance of common and preferred stock and convertible debt. As of September 30, 2016, we had cash and cash equivalents totaling approximately $9,416. As noted, on September 28, 2016, the Company sold to the Initial Purchaser, $16,000 principal amount of Notes for 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, consisting of approximately $3,000 to SVB and $8,000 to NAC, retiring both such debts in their entirety, and will otherwise be used for general corporate purposes and working capital. Refer to Note 7 "Debt" for more details. The Company believes that it has sufficient cash, cash equivalents, and capital resources to operate its business for at least the next twelve months.

The Company may raise additional capital through future equity or, subject to restrictions in the Indenture for the Notes, debt financing to provide for greater flexibility to make acquisitions, make new investments in under-capitalized opportunities, or invest in organic opportunities, including Real-Time Bidding (RTB), integration of Content/Pay into advertising infrastructure, or new product development. 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.

As of September 30, 2016, our total contractual cash obligations were as follows:

*(in thousands)*

| Contractual cash obligations | Total | Payments Due by Period Less Than 1 Year | 1-3 Years | 3-5 Years | More Than 5 Years |
| --- | ---: | ---: | ---: | ---: | ---: |
| Convertible notes (a) | $16,000 | $— | $— | $16,000 | $— |
| Operating leases (b) | 3,801 | 938 | 1,601 | 887 | 375 |
| Employment agreements and other obligations (c) | 1,429 | 808 | 621 | — | — |
| Interest | 5,600 | 1,400 | 1,400 | 2,800 | — |
| Uncertain tax positions (d) | — | — | — | — | — |
| Total contractual cash obligations | $26,830 | $3,146 | $3,622 | $19,687 | $375 |

(a) convertible notes maturing on September 23, 2020 (the “Notes”), unless converted, repurchased or redeemed in accordance with their terms prior to such date.

(b) Consists of operating leases for our office facilities.

(c) Consists of various employment agreements and severance agreements.

(d) We have approximately $835 in additional liabilities associated with uncertain tax positions that are not expected to be liquidated within the next twelve months. We are unable to reliably estimate the expected payment dates for these additional non-current liabilities.

### Cash Flow Summary

*(in thousands)*

| Consolidated statement of cash flows data: | Six Months Ended September 30, 2016 | 2015 | % of Change |
| --- | ---: | ---: | ---: |
| Net cash used in operating activities | $(3,567) | $(1,665) | 114.2% |
| Capital expenditures | (1,115) | (610) | 82.8% |
| Cash received in convertible notes issuance | 16,000 | — | 100.0% |
| Repayment of debt obligations | (11,000) | (300) | 3,566.7% |
| Payment of debt issuance costs | (2,091) | — | 100.0% |
| Options exercised | 11 | 49 | (77.6)% |
| Effect of exchange rate changes on cash and cash equivalents | (53) | 39 | (235.9)% |

### Operating Activities

During the six months ended September 30, 2016 and 2015, the Company's net cash used in operating activities was $3,567 and $1,665, respectively, an increase of $1,902 or 114.2%. The increase in net cash used in operating activities was primarily attributable to the change in working capital accounts over the comparative periods.

During the six months ended September 30, 2016, net cash used in operating activities was $3,567, resulting from a net loss of $14,753 offset by net non-cash expenses of $8,135, which included depreciation and amortization, stock option expense, stock-based compensation related to vesting of restricted stock for services, amortization of debt discount, amortization of debt issuance costs, an increase in the allowance for doubtful accounts, change in fair value of convertible note embedded derivative liability, change in fair value of warrant liability, loss on extinguishment of debt, and a decrease in accrued interest of approximately $4,199, $2,310, $166, $237, $444, $7, $430, $140, $293, and $91, respectively. Net cash used in operating activities during the six months ended September 30, 2016 was impacted by the change in net working capital accounts as of September 30, 2016 compared to March 31, 2016, with a net increase in current liabilities of approximately $3,089 (inclusive only of accounts payable, accrued license fees and revenue share, accrued compensation, and other liabilities), offset by a net increase in current assets of approximately $58 (inclusive only of restricted cash, accounts receivable, deposits, and prepaid expenses and other current assets) over the comparative periods. The net increase in working capital account liabilities was driven primarily by the increase in accounts payable of $4,771, mostly due to the timing of payments to our carrier partners. Net cash used in operating activities was further impacted by an increase in other non-current liabilities of $20, related entirely to changes in non-current uncertain tax liabilities over the comparative periods.

During the six months ended September 30, 2015, net cash used in operating activities was $1,665, resulting from a net loss of $16,441 offset by net non-cash expenses of $10,503, which included depreciation and amortization, stock option expense, stock-based compensation related to vesting of restricted stock for services, stock issued for settlement of liability, amortization of debt discount, an increase in the allowance for doubtful accounts, loss on disposal of fixed assets, and a decrease in accrued interest of approximately $6,850, $2,524, $600, $283, $236, $3, $23 and $16, respectively. Net cash used in operating activities during the six months ended September 30, 2015 was impacted by the change in net working capital accounts as of September 30, 2015 compared to March 31, 2015, with a net increase in current liabilities of approximately $6,331 (inclusive only of accounts payable, accrued license fees and revenue share, accrued compensation, and other liabilities), offset by a net increase in current assets of approximately $2,058 (inclusive only of restricted cash transferred to operating cash, accounts receivable, deposits, and prepaid expenses and other current assets) over the comparative periods. The net increase in working capital account liabilities was driven primarily by driven by working capital and liquidity management, with a focus on utilizing the full and extended payment terms on our liabilities.

### Investing Activities

For the six months ended September 30, 2016 and 2015, cash used in investing activities was approximately $1,115 and $610, respectively, which is comprised of capital expenditures related mostly to internally developed software.

### Financing Activities

For the six months ended September 30, 2016, cash provided by financing activities was approximately $2,920 (inclusive of $16,000 cash received for convertible notes issuance, $11,000 repayment of debt obligations, and $2,091 for payment of debt issuance costs, offset by options exercised of $11). For the six months ended September 30, 2015, cash used in financing activities was approximately $251 (inclusive of repayment of debt obligations of $300, offset by stock options exercised of $49).

### Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We believe, therefore, that we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

### Critical Accounting Policies and Judgments

Management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements. The preparation of these financial statements is based on the selection of accounting policies and the application of significant accounting estimates, some of which require management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and notes. Except as noted below, for more information regarding our critical accounting estimates and policies, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Judgments” of our Annual Report on Form 10-K for the year ended March 31, 2016, as amended.

## Market risk

As filed, 1,348 characters.

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business, primarily interest rate and foreign currency exchange risks.

### Interest Rate Fluctuation Risk

The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Our cash and cash equivalents consist of cash and deposits which are not insensitive to interest rate changes.

### Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Australian dollar. While a portion of our sales are denominated in foreign currencies and then translated into U.S. dollars, the vast majority of our media costs are billed in U.S. dollars, causing both our revenue and, disproportionately, our operating loss and net loss to be impacted by fluctuations in exchange rates. In addition, gains/(losses) related to translating certain cash balances, trade accounts receivable balances, and inter-company balances that are denominated in these currencies impact our net income/(loss). As our foreign operations expand, our results may be more impacted by fluctuations in the exchange rates of the currencies in which we do business.

## Controls and procedures

As filed, 6,036 characters.

This Report includes the certifications of our Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. Item 4 includes information concerning the controls and control evaluations referred to in those certifications.

### Background

As previously disclosed under “Part II - Item 9A - Controls and Procedures” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, management concluded that our internal controls over financial reporting were not effective as of March 31, 2016, because of certain deficiencies that constituted material weaknesses in our internal controls over financial reporting. Material weaknesses could result in material misstatements of substantially all of our financial statement accounts, which would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected on a timely basis.

Our management has been actively engaged in the implementation of remediation efforts to address the material weaknesses, as well as other identified areas of risk. For a complete description of management’s remediation plan, see “Part II - Item 9A - Controls and Procedures” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, as amended.

### Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Report, Digital Turbine's management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation and the identification of certain material weaknesses in internal controls over financial reporting, which we view as an integral part of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2016. Nevertheless, based on a number of factors, including the performance of additional procedures by management designed to ensure the reliability of our financial reporting, we believe that the consolidated financial statements in this Report fairly present, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for the periods, presented, in conformity with US GAAP.

### Management’s Plan for Remediation

The material weakness we identified associated with the Financial Close and Reporting process arises primarily from (i) a lack of a sufficient complement of accounting and financial reporting personnel, hindering the Company's ability to implement formal accounting policies with an appropriate level of accounting knowledge and experience commensurate with our financial reporting requirements, and (ii) inadequate accounting systems including information technology systems directly related to financial statement processes and a heavy reliance on manual processes.

We have taken and completed certain actions, with other planned actions to be taken during fiscal 2017, to remediate the material weakness.

#### Completed Actions

- Hired a Chief Accounting Officer, “CAO,” on February 27, 2015 (who resigned during our first quarter of fiscal 2017; Mr. David Wesch is our current Acting CAO).
- Hired a Chief Financial Officer, “CFO,” on September 12, 2016 with a strong background in internal control design and implementation in a public company environment.
- Finalized the system implementation related to SAP.

#### Planned Actions

- Evaluate accounting and finance headcount resources globally to ensure that resources are sufficient to meet the accounting and finance requirements of the Company.
- Continue to utilize third-party accounting experts to augment Company accounting staff as necessary.
- Implement a billing and disbursement, and stock option accounting system and integrate with SAP.
- Identify deficient internal control procedures for significant accounting areas and implement additional documented review and approval procedures and/or automated controls to address them.
- Conduct formal training related to key accounting policies, internal controls, and SEC compliance for all key personnel who have a direct and indirect impact on the transactions underlying the financial statements.
- Implement and document internal control procedures around information technology that have an impact on financial reporting.

The remediation plan, once fully implemented and determined to be operating effectively, is expected to result in the remediation of the identified material weaknesses in internal controls over financial reporting.

### Changes in Internal Controls Over Financial Reporting

On September 12, 2016, Andrew Schleimer stepped down as the Company’s CFO, whereby the Company appointed Barrett Garrison as the Company’s CFO. Mr. Schleimer provided consulting services to the Company for a transitional period while the Company’s new CFO was integrated. Other than as discussed in Management’s Plan for Remediation and the Company’s appointment of Barrett Garrison as CFO, there were no changes in our internal controls over financial reporting during the quarter ended September 30, 2016 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Filed Nov 9, 2016.
Source: SEC EDGAR, the filing index for accession 0001628280-16-021130. Last ingested by Listed: Nov 5, 2026, 12:38 ET. No prices; not investment advice.