ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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22-2267658
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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111 Nueces Street, Austin TX
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78701
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(Address of Principal Executive Offices)
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(Zip Code)
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Large Accelerated Filer
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¨
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Accelerated Filer
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ý
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Non-accelerated Filer
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¨
(do not check if smaller reporting company)
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Smaller Reporting Company
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¨
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Emerging Growth Company
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¨
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1 (A).
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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December 31, 2018
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March 31, 2018
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||||
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(Unaudited)
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ASSETS
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||||
Current assets
|
|
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||||
Cash
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$
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10,100
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$
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12,720
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Restricted cash
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431
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331
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Accounts receivable, net of allowances of $937 and $512, respectively
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24,221
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17,050
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Deposits
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161
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151
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Prepaid expenses and other current assets
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1,314
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750
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Current assets held for disposal
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3,434
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8,753
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Total current assets
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39,661
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39,755
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Property and equipment, net
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3,300
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2,757
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Deferred tax assets
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439
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596
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Intangible assets, net
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226
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1,231
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Goodwill
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42,266
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42,268
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TOTAL ASSETS
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$
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85,892
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$
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86,607
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||
Current liabilities
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||||
Accounts payable
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$
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22,552
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$
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19,895
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Accrued license fees and revenue share
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11,491
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8,232
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Accrued compensation
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1,614
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2,966
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Short-term debt, net of debt issuance costs of $78 and $205, respectively
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1,522
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1,445
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Other current liabilities
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1,802
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1,142
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Current liabilities held for disposal
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5,430
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12,726
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Total current liabilities
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44,411
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46,406
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Convertible notes, net of debt issuance costs and discounts of $1,402 and $1,827, respectively
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3,298
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3,873
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Convertible note embedded derivative liability
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3,113
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4,676
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Warrant liability
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3,135
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3,980
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Other non-current liabilities
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182
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—
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Total liabilities
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54,139
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58,935
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Stockholders' equity
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||||
Preferred stock
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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)
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100
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100
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Common stock
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$0.0001 par value: 200,000,000 shares authorized; 78,459,070 issued and 77,704,471 outstanding at December 31, 2018; 76,843,278 issued and 76,108,822 outstanding at March 31, 2018
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10
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10
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Additional paid-in capital
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321,297
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318,066
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Treasury stock (754,599 shares at December 31, 2018 and March 31, 2018)
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(71
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)
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(71
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)
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Accumulated other comprehensive loss
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(323
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)
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(325
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)
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Accumulated deficit
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(289,260
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)
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(290,108
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)
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Total stockholders' equity
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31,753
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27,672
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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85,892
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$
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86,607
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Three months ended December 31,
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Nine months ended December 31,
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2018
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2017
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2018
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2017
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||||||||
Net revenues
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$
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30,411
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$
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22,732
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$
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76,377
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$
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53,790
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Cost of revenues
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||||||||
License fees and revenue share
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19,195
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14,887
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50,213
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34,344
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Other direct cost of revenues
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538
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|
437
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1,553
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1,276
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Total cost of revenues
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19,733
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15,324
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51,766
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35,620
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||||
Gross profit
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10,678
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7,408
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24,611
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18,170
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Operating expenses
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||||||||
Product development
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2,428
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3,120
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8,174
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7,535
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Sales and marketing
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1,962
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1,623
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5,711
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4,044
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General and administrative
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3,832
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4,152
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9,215
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11,061
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Total operating expenses
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8,222
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8,895
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23,100
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22,640
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Income / (loss) from operations
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2,456
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(1,487
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)
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1,511
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(4,470
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)
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||||
Interest and other income / (expense), net
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Interest expense
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(194
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)
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(446
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)
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(648
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)
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(1,815
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)
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Foreign exchange transaction gain / (loss)
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(2
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)
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49
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7
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(61
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)
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||||
Change in fair value of convertible note embedded derivative liability
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(1,476
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)
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(1,658
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)
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1,096
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(6,310
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)
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||||
Change in fair value of warrant liability
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(1,651
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)
|
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(898
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)
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845
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(2,526
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)
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||||
Loss on extinguishment of debt
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(10
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)
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(285
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)
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(25
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)
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(1,167
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)
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||||
Other expense
|
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(43
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)
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(154
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)
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(169
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)
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(73
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)
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||||
Total interest and other income / (expense), net
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(3,376
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)
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(3,392
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)
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1,106
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(11,952
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)
|
||||
Income / (loss) from continuing operations before income taxes
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(920
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)
|
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(4,879
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)
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2,617
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(16,422
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)
|
||||
Income tax benefit / (provision)
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216
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|
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(84
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)
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157
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(937
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)
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||||
Net income / (loss) from continuing operations, net of taxes
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(1,136
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)
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(4,795
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)
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2,460
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(15,485
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)
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||||
Income / (loss) from discontinued operations
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(212
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)
|
|
996
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|
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(1,612
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)
|
|
1,053
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|
||||
Net income / (loss) from discontinued operations, net of taxes
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(212
|
)
|
|
996
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|
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(1,612
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)
|
|
1,053
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|
||||
Net income / (loss)
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|
$
|
(1,348
|
)
|
|
$
|
(3,799
|
)
|
|
$
|
848
|
|
|
$
|
(14,432
|
)
|
Foreign currency translation adjustment
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||
Comprehensive income / (loss)
|
|
$
|
(1,353
|
)
|
|
$
|
(3,799
|
)
|
|
$
|
843
|
|
|
$
|
(14,437
|
)
|
Basic and diluted net income / (loss) per common share
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.01
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.23
|
)
|
Discontinued operations
|
|
—
|
|
|
0.01
|
|
|
(0.02
|
)
|
|
0.02
|
|
||||
Net income / (loss)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.21
|
)
|
Weighted-average common shares outstanding, basic
|
|
77,645
|
|
|
72,148
|
|
|
76,977
|
|
|
68,575
|
|
||||
Weighted-average common shares outstanding, diluted
|
|
77,645
|
|
|
75,442
|
|
|
79,371
|
|
|
70,252
|
|
|
|
Nine months ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net income / (loss) from continuing operations, net of taxes
|
|
$
|
2,460
|
|
|
$
|
(15,485
|
)
|
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
2,145
|
|
|
1,958
|
|
||
Change in allowance for doubtful accounts
|
|
425
|
|
|
231
|
|
||
Amortization of debt discount and debt issuance costs
|
|
251
|
|
|
875
|
|
||
Stock-based compensation
|
|
1,416
|
|
|
2,136
|
|
||
Stock-based compensation for services rendered
|
|
365
|
|
|
223
|
|
||
Change in fair value of convertible note embedded derivative liability
|
|
(1,096
|
)
|
|
6,310
|
|
||
Change in fair value of warrant liability
|
|
(845
|
)
|
|
2,526
|
|
||
Loss on extinguishment of debt
|
|
25
|
|
|
1,167
|
|
||
(Increase) / decrease in assets:
|
|
|
|
|
||||
Accounts receivable
|
|
(7,626
|
)
|
|
(12,707
|
)
|
||
Deposits
|
|
(10
|
)
|
|
(34
|
)
|
||
Deferred tax assets
|
|
157
|
|
|
(244
|
)
|
||
Prepaid expenses and other current assets
|
|
(551
|
)
|
|
(53
|
)
|
||
Increase / (decrease) in liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
2,657
|
|
|
7,033
|
|
||
Accrued license fees and revenue share
|
|
3,258
|
|
|
3,674
|
|
||
Accrued compensation
|
|
(1,345
|
)
|
|
2,355
|
|
||
Accrued interest
|
|
107
|
|
|
165
|
|
||
Other current liabilities
|
|
681
|
|
|
133
|
|
||
Other non-current liabilities
|
|
55
|
|
|
(628
|
)
|
||
Net cash provided by / (used in) operating activities - continuing operations
|
|
2,529
|
|
|
(365
|
)
|
||
Net cash provided by / (used in) operating activities - discontinued operations
|
|
(3,436
|
)
|
|
851
|
|
||
Net cash provided by / (used in) operating activities
|
|
(907
|
)
|
|
486
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(1,781
|
)
|
|
(1,220
|
)
|
||
Net cash used in investing activities - continuing operations
|
|
(1,781
|
)
|
|
(1,220
|
)
|
||
Net cash used in investing activities - discontinued operations
|
|
—
|
|
|
(92
|
)
|
||
Net cash used in investing activities
|
|
(1,781
|
)
|
|
(1,312
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Proceeds from short-term borrowings
|
|
—
|
|
|
2,500
|
|
||
Options exercised
|
|
223
|
|
|
259
|
|
||
Repayment of debt obligations
|
|
(50
|
)
|
|
(848
|
)
|
||
Payment of debt issuance costs
|
|
—
|
|
|
(346
|
)
|
||
Net cash provided by financing activities
|
|
173
|
|
|
1,565
|
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash
|
|
(5
|
)
|
|
(5
|
)
|
||
|
|
|
|
|
||||
Net change in cash
|
|
(2,520
|
)
|
|
734
|
|
||
|
|
|
|
|
||||
Cash and restricted cash, beginning of period
|
|
13,051
|
|
|
6,480
|
|
||
|
|
|
|
|
||||
Cash and restricted cash, end of period
|
|
$
|
10,531
|
|
|
$
|
7,214
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||
Interest paid
|
|
$
|
290
|
|
|
$
|
770
|
|
Supplemental disclosure of non-cash financing activities
|
|
|
|
|
||||
Common stock of the Company issued for extinguishment of debt
|
|
$
|
1,190
|
|
|
$
|
9,510
|
|
•
|
Ignite™ ("Ignite"), a mobile device management platform with targeted application distribution capabilities, and
|
•
|
Other products and professional services directly related to the Ignite platform.
|
•
|
Ignite, a mobile application management software that enables mobile operators and OEMs to control, manage, and monetize applications installed at the time of activation and over the life of a mobile device. Ignite allows mobile operators to personalize the application activation experience for customers and monetize their home screens via Cost-Per-Install or CPI arrangements, Cost-Per-Placement or CPP arrangements, and/or Cost-Per-Action or CPA arrangements with third party advertisers. There are several different delivery methods available to operators and OEMs on first boot of the device: Wizard, Silent, or Software Development Kit ("SDK"). Optional notification features are available throughout the life-cycle of the device, providing operators additional opportunity for advertising revenue streams.
|
•
|
Other products and professional services directly related to the Ignite platform.
|
|
|
Three months ended December 31,
|
|
Nine months ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net revenues
|
|
$
|
3
|
|
|
$
|
15,298
|
|
|
$
|
3,880
|
|
|
$
|
38,251
|
|
Total cost of revenues
|
|
—
|
|
|
13,046
|
|
|
3,070
|
|
|
32,782
|
|
||||
Gross profit
|
|
3
|
|
|
2,252
|
|
|
810
|
|
|
5,469
|
|
||||
Product development
|
|
37
|
|
|
503
|
|
|
703
|
|
|
1,683
|
|
||||
Sales and marketing
|
|
7
|
|
|
418
|
|
|
350
|
|
|
1,243
|
|
||||
General and administrative
|
|
160
|
|
|
440
|
|
|
1,212
|
|
|
1,443
|
|
||||
Income / (loss) from operations
|
|
(201
|
)
|
|
891
|
|
|
(1,455
|
)
|
|
1,100
|
|
||||
Interest and other income / (expense), net
|
|
(11
|
)
|
|
105
|
|
|
(157
|
)
|
|
(47
|
)
|
||||
Net income / (loss) from discontinued operations, net of taxes
|
|
$
|
(212
|
)
|
|
$
|
996
|
|
|
$
|
(1,612
|
)
|
|
$
|
1,053
|
|
Comprehensive income / (loss)
|
|
$
|
(212
|
)
|
|
$
|
996
|
|
|
$
|
(1,612
|
)
|
|
$
|
1,053
|
|
Basic and diluted net loss per common share
|
|
—
|
|
|
0.01
|
|
|
(0.02
|
)
|
|
0.02
|
|
||||
Weighted-average common shares outstanding, basic
|
|
77,645
|
|
|
72,148
|
|
|
76,977
|
|
|
68,575
|
|
||||
Weighted-average common shares outstanding, diluted
|
|
77,645
|
|
|
75,442
|
|
|
76,977
|
|
|
70,252
|
|
|
|
Nine months ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income / (loss) from discontinued operations, net of taxes
|
|
$
|
(1,612
|
)
|
|
$
|
1,053
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
247
|
|
|
749
|
|
||
Impairment of goodwill
|
|
309
|
|
|
—
|
|
||
Change in allowance for doubtful accounts
|
|
(380
|
)
|
|
13
|
|
||
Stock-based compensation
|
|
37
|
|
|
160
|
|
||
(Increase) / decrease in assets:
|
|
|
|
|
||||
Accounts receivable
|
|
5,164
|
|
|
(3,477
|
)
|
||
Prepaid expenses and other current assets
|
|
95
|
|
|
19
|
|
||
Increase / (decrease) in liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
(4,675
|
)
|
|
1,503
|
|
||
Accrued license fees and revenue share
|
|
(1,991
|
)
|
|
654
|
|
||
Accrued compensation
|
|
(302
|
)
|
|
28
|
|
||
Other current liabilities
|
|
(328
|
)
|
|
149
|
|
||
Cash used in operating activities
|
|
(3,436
|
)
|
|
851
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
—
|
|
|
(92
|
)
|
||
Cash used in investing activities
|
|
—
|
|
|
(92
|
)
|
||
|
|
|
|
|
||||
Cash used in discontinued operations
|
|
$
|
(3,436
|
)
|
|
$
|
759
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
(Unaudited)
|
|
|
||||
Billed
|
|
$
|
13,673
|
|
|
$
|
9,172
|
|
Unbilled
|
|
11,485
|
|
|
8,390
|
|
||
Allowance for doubtful accounts
|
|
(937
|
)
|
|
(512
|
)
|
||
Accounts receivable, net
|
|
$
|
24,221
|
|
|
$
|
17,050
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
(Unaudited)
|
|
|
||||
Computer-related equipment
|
|
$
|
6,441
|
|
|
$
|
5,464
|
|
Furniture and fixtures
|
|
115
|
|
|
115
|
|
||
Leasehold improvements
|
|
533
|
|
|
166
|
|
||
Property and equipment, gross
|
|
7,089
|
|
|
5,745
|
|
||
Accumulated depreciation
|
|
(3,789
|
)
|
|
(2,988
|
)
|
||
Property and equipment, net
|
|
$
|
3,300
|
|
|
$
|
2,757
|
|
|
|
As of December 31, 2018
|
||||||||||
|
|
(Unaudited)
|
||||||||||
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Software
|
|
$
|
5,826
|
|
|
$
|
(5,600
|
)
|
|
$
|
226
|
|
Total
|
|
$
|
5,826
|
|
|
$
|
(5,600
|
)
|
|
$
|
226
|
|
|
|
As of March 31, 2018
|
||||||||||
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Software
|
|
$
|
5,826
|
|
|
$
|
(4,595
|
)
|
|
$
|
1,231
|
|
Total
|
|
$
|
5,826
|
|
|
$
|
(4,595
|
)
|
|
$
|
1,231
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
(Unaudited)
|
|
|
||||
Short-term debt
|
|
|
|
|
||||
Short-term debt, net of debt issuance costs of $78 and $205, respectively
|
|
$
|
1,522
|
|
|
$
|
1,445
|
|
Total short-term debt
|
|
$
|
1,522
|
|
|
$
|
1,445
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
(Unaudited)
|
|
|
||||
Long-term debt
|
|
|
|
|
||||
Convertible notes, net of debt issuance costs and discounts of $1,402 and $1,827, respectively
|
|
$
|
3,298
|
|
|
$
|
3,873
|
|
Total long-term debt
|
|
$
|
3,298
|
|
|
$
|
3,873
|
|
•
|
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 ”).
|
|
|
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
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of December 31, 2018
|
||||||||
|
|
|
|
|
|
|
|
(Unaudited)
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Convertible note embedded derivative liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,113
|
|
|
$
|
3,113
|
|
Warrant liability
|
|
—
|
|
|
—
|
|
|
3,135
|
|
|
3,135
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,248
|
|
|
$
|
6,248
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of March 31, 2018
|
||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Convertible note embedded derivative liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,676
|
|
|
$
|
4,676
|
|
Warrant liability
|
|
—
|
|
|
—
|
|
|
3,980
|
|
|
3,980
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,656
|
|
|
$
|
8,656
|
|
|
|
Level 3
|
||
Balance at March 31, 2018
|
|
$
|
4,676
|
|
Change in fair value of convertible note embedded derivative liability
|
|
(1,096
|
)
|
|
Derecognition on extinguishment or conversion
|
|
(467
|
)
|
|
Balance at December 31, 2018
|
|
$
|
3,113
|
|
|
December 31, 2018
|
|
Stock price volatility
|
60
|
%
|
Probability of change in control
|
1.75
|
%
|
Stock price (per share)
|
$1.83
|
|
Expected term
|
1.75 years
|
|
Risk-free rate (1)
|
2.49
|
%
|
Assumed early conversion/exercise price (per share)
|
$2.73
|
|
|
Level 3
|
||
Balance at March 31, 2018
|
|
$
|
3,980
|
|
Change in fair value of warrant liability
|
|
(845
|
)
|
|
Balance at December 31, 2018
|
|
$
|
3,135
|
|
|
December 31, 2018
|
|
Stock price volatility
|
60
|
%
|
Probability of change in control
|
1.75
|
%
|
Stock price (per share)
|
$1.83
|
|
Expected term
|
1.75 years
|
|
Risk-free rate (1)
|
2.49
|
%
|
Assumed early conversion/exercise price (per share)
|
$2.73
|
|
|
Number of
Shares |
|
Weighted Average
Exercise Price (per share) |
|
Weighted Average
Remaining Contractual Life (in years) |
|
Aggregate Intrinsic
Value (in thousands) |
|||||
Options Outstanding, March 31, 2018
|
|
9,741,969
|
|
|
$
|
2.08
|
|
|
7.82
|
|
$
|
6,286
|
|
Granted
|
|
1,349,925
|
|
|
1.64
|
|
|
|
|
|
|||
Forfeited / Cancelled
|
|
(1,239,335
|
)
|
|
4.20
|
|
|
|
|
|
|||
Exercised
|
|
(316,784
|
)
|
|
0.92
|
|
|
|
|
|
|||
Options Outstanding, December 31, 2018
|
|
9,535,775
|
|
|
1.78
|
|
|
7.53
|
|
4,590
|
|
||
Vested and expected to vest (net of estimated forfeitures) at December 31, 2018 (a)
|
|
8,338,785
|
|
|
1.85
|
|
|
7.37
|
|
3,894
|
|
||
Exercisable, December 31, 2018
|
|
5,007,381
|
|
|
$
|
2.27
|
|
|
6.71
|
|
$
|
1,719
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Price
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Life (Years)
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
||||||
$0.00 - 0.50
|
|
6,204
|
|
|
$
|
0.24
|
|
|
1.23
|
|
6,204
|
|
|
$
|
0.24
|
|
$0.51 - 1.00
|
|
2,644,713
|
|
|
$
|
0.73
|
|
|
7.84
|
|
674,480
|
|
|
$
|
0.74
|
|
$1.01 - 1.50
|
|
2,595,393
|
|
|
$
|
1.28
|
|
|
7.57
|
|
1,591,672
|
|
|
$
|
1.27
|
|
$1.51 - 2.00
|
|
1,465,698
|
|
|
$
|
1.65
|
|
|
9.08
|
|
408,223
|
|
|
$
|
1.60
|
|
$2.01 - 2.50
|
|
589,767
|
|
|
$
|
2.18
|
|
|
9.12
|
|
92,802
|
|
|
$
|
2.04
|
|
$2.51 - 3.00
|
|
798,200
|
|
|
$
|
2.61
|
|
|
5.59
|
|
798,200
|
|
|
$
|
2.61
|
|
$3.51 - 4.00
|
|
732,800
|
|
|
$
|
3.96
|
|
|
5.72
|
|
732,800
|
|
|
$
|
3.96
|
|
$4.01 - 4.50
|
|
593,000
|
|
|
$
|
4.14
|
|
|
5.88
|
|
593,000
|
|
|
$
|
4.14
|
|
$4.51 - 5.00
|
|
60,000
|
|
|
$
|
4.65
|
|
|
4.24
|
|
60,000
|
|
|
$
|
4.65
|
|
$5.01 and over
|
|
50,000
|
|
|
$
|
5.89
|
|
|
5.70
|
|
50,000
|
|
|
$
|
5.89
|
|
|
|
9,535,775
|
|
|
|
|
|
|
5,007,381
|
|
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Total fair value of options vested
|
|
$
|
1,202
|
|
|
$
|
2,750
|
|
Total intrinsic value of options exercised (a)
|
|
$
|
192
|
|
|
$
|
101
|
|
|
|
December 31, 2018
|
Risk-free interest rate
|
|
2.67% to 2.94%
|
Expected life of the options
|
|
5.62 to 9.44 years
|
Expected volatility
|
|
66%
|
Expected dividend yield
|
|
—%
|
Expected forfeitures
|
|
29%
|
|
|
Number of Warrants Outstanding
|
|
Weighted-Average Exercise Price
|
||
Outstanding as of March 31, 2018
|
|
4,536,857
|
|
|
1.56
|
|
Expired
|
|
(412,857
|
)
|
|
3.43
|
|
Outstanding as of December 31, 2018
|
|
4,124,000
|
|
|
1.37
|
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
||
Unvested restricted stock outstanding as of March 31, 2018
|
|
132,569
|
|
|
1.09
|
|
Granted
|
|
539,213
|
|
|
1.53
|
|
Vested
|
|
(209,233
|
)
|
|
1.20
|
|
Unvested restricted stock outstanding as of December 31, 2018
|
|
462,549
|
|
|
1.56
|
|
|
|
Three months ended December 31,
|
|
Nine months ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income / (loss) from continuing operations, net of taxes
|
|
$
|
(1,136
|
)
|
|
$
|
(4,795
|
)
|
|
$
|
2,460
|
|
|
$
|
(15,485
|
)
|
Weighted-average common shares outstanding, basic
|
|
77,645
|
|
|
72,148
|
|
|
76,977
|
|
|
68,575
|
|
||||
Weighted-average common shares outstanding, diluted
|
|
77,645
|
|
|
75,442
|
|
|
79,371
|
|
|
70,252
|
|
||||
Basic and diluted net income / (loss) per common share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.23
|
)
|
Common stock equivalents included in net income per diluted share
|
|
—
|
|
|
—
|
|
|
2,394
|
|
|
—
|
|
||||
Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive
|
|
2,485
|
|
|
3,294
|
|
|
—
|
|
|
1,677
|
|
|
|
Three months ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Unaudited)
|
||||||
Net revenues
|
|
|
|
|
||||
United States and Canada
|
|
$
|
20,952
|
|
|
$
|
14,095
|
|
Europe, Middle East, and Africa
|
|
6,160
|
|
|
1,514
|
|
||
Asia Pacific and China
|
|
2,312
|
|
|
6,190
|
|
||
Mexico, Central America, and South America
|
|
987
|
|
|
933
|
|
||
Consolidated net revenues
|
|
$
|
30,411
|
|
|
$
|
22,732
|
|
|
|
Nine months ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Unaudited)
|
||||||
Net revenues
|
|
|
|
|
||||
United States and Canada
|
|
$
|
53,871
|
|
|
$
|
28,929
|
|
Europe, Middle East, and Africa
|
|
13,244
|
|
|
4,011
|
|
||
Asia Pacific and China
|
|
6,709
|
|
|
17,490
|
|
||
Mexico, Central America, and South America
|
|
2,553
|
|
|
3,360
|
|
||
Consolidated net revenues
|
|
$
|
76,377
|
|
|
$
|
53,790
|
|
•
|
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.
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
216
|
|
|
$
|
9,777
|
|
|
$
|
107
|
|
|
$
|
10,100
|
|
Restricted cash
|
|
256
|
|
|
175
|
|
|
—
|
|
|
431
|
|
||||
Accounts receivable, net of allowance of $937
|
|
—
|
|
|
24,069
|
|
|
152
|
|
|
24,221
|
|
||||
Deposits
|
|
34
|
|
|
113
|
|
|
14
|
|
|
161
|
|
||||
Prepaid expenses and other current assets
|
|
357
|
|
|
815
|
|
|
142
|
|
|
1,314
|
|
||||
Current assets held for disposal
|
|
—
|
|
|
3,435
|
|
|
(1
|
)
|
|
3,434
|
|
||||
Total current assets
|
|
863
|
|
|
38,384
|
|
|
414
|
|
|
39,661
|
|
||||
Property and equipment, net
|
|
764
|
|
|
2,531
|
|
|
5
|
|
|
3,300
|
|
||||
Deferred tax assets
|
|
439
|
|
|
—
|
|
|
—
|
|
|
439
|
|
||||
Intangible assets, net
|
|
1
|
|
|
225
|
|
|
—
|
|
|
226
|
|
||||
Goodwill
|
|
1,065
|
|
|
40,201
|
|
|
1,000
|
|
|
42,266
|
|
||||
TOTAL ASSETS
|
|
$
|
3,132
|
|
|
$
|
81,341
|
|
|
$
|
1,419
|
|
|
$
|
85,892
|
|
INTERCOMPANY
|
|
|
|
|
|
|
|
|
||||||||
Intercompany payable / (receivable), net
|
|
111,398
|
|
|
(94,427
|
)
|
|
(16,971
|
)
|
|
—
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
674
|
|
|
$
|
21,866
|
|
|
$
|
12
|
|
|
$
|
22,552
|
|
Accrued license fees and revenue share
|
|
—
|
|
|
11,369
|
|
|
122
|
|
|
11,491
|
|
||||
Accrued compensation
|
|
954
|
|
|
628
|
|
|
32
|
|
|
1,614
|
|
||||
Short-term debt, net of debt issuance costs and discounts of $78
|
|
1,522
|
|
|
—
|
|
|
—
|
|
|
1,522
|
|
||||
Other current liabilities
|
|
1,076
|
|
|
684
|
|
|
42
|
|
|
1,802
|
|
||||
Current liabilities held for disposal
|
|
—
|
|
|
5,264
|
|
|
166
|
|
|
5,430
|
|
||||
Total current liabilities
|
|
4,226
|
|
|
39,811
|
|
|
374
|
|
|
44,411
|
|
||||
Convertible notes, net of debt issuance costs and discounts of $1,402
|
|
3,298
|
|
|
—
|
|
|
—
|
|
|
3,298
|
|
||||
Convertible note embedded derivative liability
|
|
3,113
|
|
|
—
|
|
|
—
|
|
|
3,113
|
|
||||
Warrant liability
|
|
3,135
|
|
|
—
|
|
|
—
|
|
|
3,135
|
|
||||
Other non-current liabilities
|
|
182
|
|
|
—
|
|
|
—
|
|
|
182
|
|
||||
Total liabilities
|
|
13,954
|
|
|
39,811
|
|
|
374
|
|
|
54,139
|
|
||||
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; 78,459,070 issued and 77,704,471 outstanding at December 31, 2018
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Additional paid-in capital
|
|
321,297
|
|
|
—
|
|
|
—
|
|
|
321,297
|
|
||||
Treasury stock (754,599 shares at December 31, 2018)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
||||
Accumulated other comprehensive loss
|
|
30
|
|
|
(1,489
|
)
|
|
1,136
|
|
|
(323
|
)
|
||||
Accumulated deficit
|
|
(220,790
|
)
|
|
(51,408
|
)
|
|
(17,062
|
)
|
|
(289,260
|
)
|
||||
Total stockholders' equity
|
|
100,576
|
|
|
(52,897
|
)
|
|
(15,926
|
)
|
|
31,753
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
114,530
|
|
|
$
|
(13,086
|
)
|
|
$
|
(15,552
|
)
|
|
$
|
85,892
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
501
|
|
|
$
|
11,800
|
|
|
$
|
419
|
|
|
$
|
12,720
|
|
Restricted cash
|
|
156
|
|
|
175
|
|
|
—
|
|
|
331
|
|
||||
Accounts receivable, net of allowance of $512
|
|
—
|
|
|
16,777
|
|
|
273
|
|
|
17,050
|
|
||||
Deposits
|
|
34
|
|
|
113
|
|
|
4
|
|
|
151
|
|
||||
Prepaid expenses and other current assets
|
|
330
|
|
|
406
|
|
|
14
|
|
|
750
|
|
||||
Current assets held for disposal
|
|
—
|
|
|
8,610
|
|
|
143
|
|
|
8,753
|
|
||||
Total current assets
|
|
1,021
|
|
|
37,881
|
|
|
853
|
|
|
39,755
|
|
||||
Property and equipment, net
|
|
257
|
|
|
2,485
|
|
|
15
|
|
|
2,757
|
|
||||
Deferred tax assets
|
|
596
|
|
|
—
|
|
|
—
|
|
|
596
|
|
||||
Intangible assets, net
|
|
—
|
|
|
1,231
|
|
|
—
|
|
|
1,231
|
|
||||
Goodwill
|
|
—
|
|
|
41,268
|
|
|
1,000
|
|
|
42,268
|
|
||||
TOTAL ASSETS
|
|
$
|
1,874
|
|
|
$
|
82,865
|
|
|
$
|
1,868
|
|
|
$
|
86,607
|
|
INTERCOMPANY
|
|
|
|
|
|
|
|
|
||||||||
Intercompany payable / (receivable), net
|
|
117,873
|
|
|
(114,234
|
)
|
|
(3,639
|
)
|
|
—
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
1,031
|
|
|
$
|
18,841
|
|
|
$
|
23
|
|
|
$
|
19,895
|
|
Accrued license fees and revenue share
|
|
—
|
|
|
7,989
|
|
|
243
|
|
|
8,232
|
|
||||
Accrued compensation
|
|
2,285
|
|
|
661
|
|
|
20
|
|
|
2,966
|
|
||||
Short-term debt, net of debt issuance costs and discounts of $205
|
|
1,445
|
|
|
—
|
|
|
—
|
|
|
1,445
|
|
||||
Other current liabilities
|
|
911
|
|
|
231
|
|
|
—
|
|
|
1,142
|
|
||||
Current liabilities held for disposal
|
|
—
|
|
|
12,246
|
|
|
480
|
|
|
12,726
|
|
||||
Total current liabilities
|
|
5,672
|
|
|
39,968
|
|
|
766
|
|
|
46,406
|
|
||||
Convertible notes, net of debt issuance costs and discounts of $1,827
|
|
3,873
|
|
|
—
|
|
|
—
|
|
|
3,873
|
|
||||
Convertible note embedded derivative liability
|
|
4,676
|
|
|
—
|
|
|
—
|
|
|
4,676
|
|
||||
Warrant liability
|
|
3,980
|
|
|
—
|
|
|
—
|
|
|
3,980
|
|
||||
Total liabilities
|
|
18,201
|
|
|
39,968
|
|
|
766
|
|
|
58,935
|
|
||||
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; 76,843,278 issued and 76,108,822 outstanding at March 31, 2018
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Additional paid-in capital
|
|
318,066
|
|
|
—
|
|
|
—
|
|
|
318,066
|
|
||||
Treasury stock (754,599 shares at March 31, 2018)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
||||
Accumulated other comprehensive loss
|
|
(15
|
)
|
|
(621
|
)
|
|
311
|
|
|
(325
|
)
|
||||
Accumulated deficit
|
|
(216,544
|
)
|
|
(70,716
|
)
|
|
(2,848
|
)
|
|
(290,108
|
)
|
||||
Total stockholders' equity
|
|
101,546
|
|
|
(71,337
|
)
|
|
(2,537
|
)
|
|
27,672
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
119,747
|
|
|
$
|
(31,369
|
)
|
|
$
|
(1,771
|
)
|
|
$
|
86,607
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
54,843
|
|
|
$
|
248
|
|
|
$
|
(24,680
|
)
|
|
$
|
30,411
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License fees and revenue share
|
|
—
|
|
|
44,050
|
|
|
(175
|
)
|
|
(24,680
|
)
|
|
19,195
|
|
|||||
Other direct cost of revenues
|
|
—
|
|
|
538
|
|
|
—
|
|
|
—
|
|
|
538
|
|
|||||
Total cost of revenues
|
|
—
|
|
|
44,588
|
|
|
(175
|
)
|
|
(24,680
|
)
|
|
19,733
|
|
|||||
Gross profit
|
|
—
|
|
|
10,255
|
|
|
423
|
|
|
—
|
|
|
10,678
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product development
|
|
84
|
|
|
2,233
|
|
|
111
|
|
|
—
|
|
|
2,428
|
|
|||||
Sales and marketing
|
|
121
|
|
|
1,635
|
|
|
206
|
|
|
—
|
|
|
1,962
|
|
|||||
General and administrative
|
|
3,126
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
3,832
|
|
|||||
Total operating expenses
|
|
3,331
|
|
|
4,574
|
|
|
317
|
|
|
—
|
|
|
8,222
|
|
|||||
Income / (loss) from operations
|
|
(3,331
|
)
|
|
5,681
|
|
|
106
|
|
|
—
|
|
|
2,456
|
|
|||||
Interest and other income / (expense), net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(118
|
)
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
(194
|
)
|
|||||
Foreign exchange transaction gain / (loss)
|
|
1
|
|
|
2
|
|
|
(5
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Change in fair value of convertible note embedded derivative liability
|
|
(1,476
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,476
|
)
|
|||||
Change in fair value of warrant liability
|
|
(1,651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,651
|
)
|
|||||
Loss on extinguishment of debt
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Other expense
|
|
(76
|
)
|
|
34
|
|
|
(1
|
)
|
|
—
|
|
|
(43
|
)
|
|||||
Total interest and other income / (expense), net
|
|
(3,330
|
)
|
|
(40
|
)
|
|
(6
|
)
|
|
—
|
|
|
(3,376
|
)
|
|||||
Income / (loss) from continuing operations before income taxes
|
|
(6,661
|
)
|
|
5,641
|
|
|
100
|
|
|
—
|
|
|
(920
|
)
|
|||||
Income tax provision
|
|
216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|||||
Net income / (loss) from continuing operations, net of taxes
|
|
(6,877
|
)
|
|
5,641
|
|
|
100
|
|
|
—
|
|
|
(1,136
|
)
|
|||||
Loss from discontinued operations
|
|
—
|
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|||||
Net loss from discontinued operations, net of taxes
|
|
—
|
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|||||
Net income / (loss)
|
|
$
|
(6,877
|
)
|
|
$
|
5,429
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
(1,348
|
)
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Comprehensive income / (loss)
|
|
$
|
(6,877
|
)
|
|
$
|
5,424
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
(1,353
|
)
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
139,536
|
|
|
$
|
632
|
|
|
$
|
(63,791
|
)
|
|
$
|
76,377
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License fees and revenue share
|
|
—
|
|
|
113,999
|
|
|
5
|
|
|
(63,791
|
)
|
|
50,213
|
|
|||||
Other direct cost of revenues
|
|
—
|
|
|
1,553
|
|
|
—
|
|
|
—
|
|
|
1,553
|
|
|||||
Total cost of revenues
|
|
—
|
|
|
115,552
|
|
|
5
|
|
|
(63,791
|
)
|
|
51,766
|
|
|||||
Gross profit
|
|
—
|
|
|
23,984
|
|
|
627
|
|
|
—
|
|
|
24,611
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product development
|
|
256
|
|
|
7,572
|
|
|
346
|
|
|
—
|
|
|
8,174
|
|
|||||
Sales and marketing
|
|
479
|
|
|
4,626
|
|
|
606
|
|
|
—
|
|
|
5,711
|
|
|||||
General and administrative
|
|
5,540
|
|
|
3,541
|
|
|
134
|
|
|
—
|
|
|
9,215
|
|
|||||
Total operating expenses
|
|
6,275
|
|
|
15,739
|
|
|
1,086
|
|
|
—
|
|
|
23,100
|
|
|||||
Income / (loss) from operations
|
|
(6,275
|
)
|
|
8,245
|
|
|
(459
|
)
|
|
—
|
|
|
1,511
|
|
|||||
Interest and other income / (expense), net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(572
|
)
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
(648
|
)
|
|||||
Foreign exchange transaction gain / (loss)
|
|
1
|
|
|
27
|
|
|
(21
|
)
|
|
—
|
|
|
7
|
|
|||||
Change in fair value of convertible note embedded derivative liability
|
|
1,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,096
|
|
|||||
Change in fair value of warrant liability
|
|
845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
845
|
|
|||||
Loss on extinguishment of debt
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||
Other expense
|
|
842
|
|
|
(1,006
|
)
|
|
(5
|
)
|
|
—
|
|
|
(169
|
)
|
|||||
Total interest and other income / (expense), net
|
|
2,187
|
|
|
(1,055
|
)
|
|
(26
|
)
|
|
—
|
|
|
1,106
|
|
|||||
Income / (loss) from continuing operations before income taxes
|
|
(4,088
|
)
|
|
7,190
|
|
|
(485
|
)
|
|
—
|
|
|
2,617
|
|
|||||
Income tax provision
|
|
157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|||||
Net income / (loss) from continuing operations, net of taxes
|
|
(4,245
|
)
|
|
7,190
|
|
|
(485
|
)
|
|
—
|
|
|
2,460
|
|
|||||
Income / (loss) from discontinued operations
|
|
(37
|
)
|
|
(1,584
|
)
|
|
9
|
|
|
—
|
|
|
(1,612
|
)
|
|||||
Net income / (loss) from discontinued operations, net of taxes
|
|
(37
|
)
|
|
(1,584
|
)
|
|
9
|
|
|
—
|
|
|
(1,612
|
)
|
|||||
Net income / (loss)
|
|
$
|
(4,282
|
)
|
|
$
|
5,606
|
|
|
$
|
(476
|
)
|
|
$
|
—
|
|
|
$
|
848
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Comprehensive income / (loss)
|
|
$
|
(4,282
|
)
|
|
$
|
5,601
|
|
|
$
|
(476
|
)
|
|
$
|
—
|
|
|
$
|
843
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
41,679
|
|
|
$
|
222
|
|
|
$
|
(19,169
|
)
|
|
$
|
22,732
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License fees and revenue share
|
|
—
|
|
|
33,995
|
|
|
61
|
|
|
(19,169
|
)
|
|
14,887
|
|
|||||
Other direct cost of revenues
|
|
—
|
|
|
437
|
|
|
—
|
|
|
—
|
|
|
437
|
|
|||||
Total cost of revenues
|
|
—
|
|
|
34,432
|
|
|
61
|
|
|
(19,169
|
)
|
|
15,324
|
|
|||||
Gross profit
|
|
—
|
|
|
7,247
|
|
|
161
|
|
|
—
|
|
|
7,408
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product development
|
|
2
|
|
|
3,057
|
|
|
61
|
|
|
—
|
|
|
3,120
|
|
|||||
Sales and marketing
|
|
75
|
|
|
1,441
|
|
|
107
|
|
|
—
|
|
|
1,623
|
|
|||||
General and administrative
|
|
3,682
|
|
|
347
|
|
|
123
|
|
|
—
|
|
|
4,152
|
|
|||||
Total operating expenses
|
|
3,759
|
|
|
4,845
|
|
|
291
|
|
|
—
|
|
|
8,895
|
|
|||||
Income / (loss) from operations
|
|
(3,759
|
)
|
|
2,402
|
|
|
(130
|
)
|
|
—
|
|
|
(1,487
|
)
|
|||||
Interest and other income / (expense), net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(446
|
)
|
|||||
Foreign exchange transaction loss
|
|
—
|
|
|
48
|
|
|
1
|
|
|
—
|
|
|
49
|
|
|||||
Change in fair value of convertible note embedded derivative liability
|
|
(1,658
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,658
|
)
|
|||||
Change in fair value of warrant liability
|
|
(898
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(898
|
)
|
|||||
Loss on extinguishment of debt
|
|
(285
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285
|
)
|
|||||
Other income
|
|
28
|
|
|
(182
|
)
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|||||
Total interest and other income / (expense), net
|
|
(3,259
|
)
|
|
(134
|
)
|
|
1
|
|
|
—
|
|
|
(3,392
|
)
|
|||||
Income / (loss) from continuing operations before income taxes
|
|
(7,018
|
)
|
|
2,268
|
|
|
(129
|
)
|
|
—
|
|
|
(4,879
|
)
|
|||||
Income tax provision
|
|
(88
|
)
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
|
(84
|
)
|
|||||
Net income / (loss) from continuing operations, net of taxes
|
|
(6,930
|
)
|
|
2,262
|
|
|
(127
|
)
|
|
—
|
|
|
(4,795
|
)
|
|||||
Income / (loss) from discontinued operations
|
|
(87
|
)
|
|
1,278
|
|
|
(195
|
)
|
|
—
|
|
|
996
|
|
|||||
Net income / (loss) from discontinued operations, net of taxes
|
|
(87
|
)
|
|
1,278
|
|
|
(195
|
)
|
|
—
|
|
|
996
|
|
|||||
Net income / (loss)
|
|
$
|
(7,017
|
)
|
|
$
|
3,540
|
|
|
$
|
(322
|
)
|
|
$
|
—
|
|
|
$
|
(3,799
|
)
|
Comprehensive income / (loss)
|
|
$
|
(7,017
|
)
|
|
$
|
3,540
|
|
|
$
|
(322
|
)
|
|
$
|
—
|
|
|
$
|
(3,799
|
)
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
|||||
Net revenues
|
|
—
|
|
|
97,772
|
|
|
739
|
|
|
(44,721
|
)
|
|
53,790
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|||||
License fees and revenue share
|
|
—
|
|
|
78,899
|
|
|
166
|
|
|
(44,721
|
)
|
|
34,344
|
|
Other direct cost of revenues
|
|
—
|
|
|
1,276
|
|
|
—
|
|
|
|
|
1,276
|
|
|
Total cost of revenues
|
|
—
|
|
|
80,175
|
|
|
166
|
|
|
(44,721
|
)
|
|
35,620
|
|
Gross profit
|
|
—
|
|
|
17,597
|
|
|
573
|
|
|
—
|
|
|
18,170
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Product development
|
|
14
|
|
|
7,430
|
|
|
91
|
|
|
—
|
|
|
7,535
|
|
Sales and marketing
|
|
249
|
|
|
3,566
|
|
|
229
|
|
|
—
|
|
|
4,044
|
|
General and administrative
|
|
8,327
|
|
|
2,417
|
|
|
317
|
|
|
—
|
|
|
11,061
|
|
Total operating expenses
|
|
8,590
|
|
|
13,413
|
|
|
637
|
|
|
—
|
|
|
22,640
|
|
Income / (loss) from operations
|
|
(8,590
|
)
|
|
4,184
|
|
|
(64
|
)
|
|
—
|
|
|
(4,470
|
)
|
Interest and other income / (expense), net
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
(1,815
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,815
|
)
|
Foreign exchange transaction loss
|
|
—
|
|
|
(62
|
)
|
|
1
|
|
|
—
|
|
|
(61
|
)
|
Change in fair value of convertible note embedded derivative liability
|
|
(6,310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,310
|
)
|
Change in fair value of warrant liability
|
|
(2,526
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,526
|
)
|
Loss on extinguishment of debt
|
|
(1,167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,167
|
)
|
Other income
|
|
7
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
Total interest and other income / (expense), net
|
|
(11,811
|
)
|
|
(142
|
)
|
|
1
|
|
|
—
|
|
|
(11,952
|
)
|
Income / (loss) from continuing operations before income taxes
|
|
(20,401
|
)
|
|
4,042
|
|
|
(63
|
)
|
|
—
|
|
|
(16,422
|
)
|
Income tax provision
|
|
(941
|
)
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
|
(937
|
)
|
Net income / (loss) from continuing operations, net of taxes
|
|
(19,460
|
)
|
|
4,036
|
|
|
(61
|
)
|
|
—
|
|
|
(15,485
|
)
|
Income / (loss) from discontinued operations
|
|
(160
|
)
|
|
1,854
|
|
|
(641
|
)
|
|
—
|
|
|
1,053
|
|
Net income / (loss) from discontinued operations, net of taxes
|
|
(160
|
)
|
|
1,854
|
|
|
(641
|
)
|
|
—
|
|
|
1,053
|
|
Net income / (loss)
|
|
(19,620
|
)
|
|
5,890
|
|
|
(702
|
)
|
|
—
|
|
|
(14,432
|
)
|
Other comprehensive income / (loss)
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
Comprehensive income / (loss)
|
|
(19,620
|
)
|
|
5,885
|
|
|
(702
|
)
|
|
—
|
|
|
(14,437
|
)
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
||||||||
Net income / (loss) from continuing operations, net of taxes
|
|
$
|
(4,245
|
)
|
|
$
|
7,190
|
|
|
$
|
(485
|
)
|
|
$
|
2,460
|
|
Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
26
|
|
|
2,114
|
|
|
5
|
|
|
2,145
|
|
||||
Change in allowance for doubtful accounts
|
|
—
|
|
|
390
|
|
|
35
|
|
|
425
|
|
||||
Amortization of debt discount and debt issuance costs
|
|
251
|
|
|
—
|
|
|
—
|
|
|
251
|
|
||||
Stock-based compensation
|
|
1,416
|
|
|
—
|
|
|
—
|
|
|
1,416
|
|
||||
Stock-based compensation for services rendered
|
|
365
|
|
|
—
|
|
|
—
|
|
|
365
|
|
||||
Change in fair value of convertible note embedded derivative liability
|
|
(1,096
|
)
|
|
—
|
|
|
—
|
|
|
(1,096
|
)
|
||||
Change in fair value of warrant liability
|
|
(845
|
)
|
|
—
|
|
|
—
|
|
|
(845
|
)
|
||||
Loss on extinguishment of debt
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
(Increase) / decrease in assets:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
—
|
|
|
(8,184
|
)
|
|
558
|
|
|
(7,626
|
)
|
||||
Deposits
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
||||
Deferred tax assets
|
|
157
|
|
|
—
|
|
|
—
|
|
|
157
|
|
||||
Prepaid expenses and other current assets
|
|
(27
|
)
|
|
(396
|
)
|
|
(128
|
)
|
|
(551
|
)
|
||||
Increase / (decrease) in liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
(356
|
)
|
|
3,258
|
|
|
(245
|
)
|
|
2,657
|
|
||||
Accrued license fees and revenue share
|
|
—
|
|
|
3,419
|
|
|
(161
|
)
|
|
3,258
|
|
||||
Accrued compensation
|
|
(1,331
|
)
|
|
(26
|
)
|
|
12
|
|
|
(1,345
|
)
|
||||
Accrued interest
|
|
107
|
|
|
—
|
|
|
—
|
|
|
107
|
|
||||
Other current liabilities
|
|
5,612
|
|
|
(5,399
|
)
|
|
468
|
|
|
681
|
|
||||
Other non-current liabilities
|
|
116
|
|
|
(61
|
)
|
|
—
|
|
|
55
|
|
||||
Cash provided by operating activities - continuing operations
|
|
175
|
|
|
2,305
|
|
|
49
|
|
|
2,529
|
|
||||
Cash used in operating activities - discontinued operations
|
|
—
|
|
|
(3,075
|
)
|
|
(361
|
)
|
|
(3,436
|
)
|
||||
Net cash provided by / (used in) operating activities
|
|
175
|
|
|
(770
|
)
|
|
(312
|
)
|
|
(907
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
(533
|
)
|
|
(1,248
|
)
|
|
—
|
|
|
(1,781
|
)
|
||||
Net cash used in investing activities
|
|
(533
|
)
|
|
(1,248
|
)
|
|
—
|
|
|
(1,781
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
||||||||
Options exercised
|
|
223
|
|
|
—
|
|
|
—
|
|
|
223
|
|
||||
Repayment of debt obligations
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
||||
Net cash provided by financing activities
|
|
173
|
|
|
—
|
|
|
—
|
|
|
173
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net change in cash
|
|
(185
|
)
|
|
(2,023
|
)
|
|
(312
|
)
|
|
(2,520
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash and restricted cash, beginning of period
|
|
657
|
|
|
11,975
|
|
|
419
|
|
|
13,051
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash and restricted cash, end of period
|
|
$
|
472
|
|
|
$
|
9,952
|
|
|
$
|
107
|
|
|
$
|
10,531
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
||||||||
Net income / (loss) from continuing operations, net of taxes
|
|
$
|
(19,460
|
)
|
|
$
|
4,036
|
|
|
$
|
(61
|
)
|
|
$
|
(15,485
|
)
|
Adjustments to reconcile net income / (loss) from continuing operations to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
1,344
|
|
|
614
|
|
|
1,958
|
|
||||
Amortization of debt discount and debt issuance costs
|
|
875
|
|
|
—
|
|
|
—
|
|
|
875
|
|
||||
Change in allowance for doubtful accounts
|
|
—
|
|
|
246
|
|
|
(15
|
)
|
|
231
|
|
||||
Stock-based compensation
|
|
2,136
|
|
|
—
|
|
|
—
|
|
|
2,136
|
|
||||
Stock-based compensation for services rendered
|
|
223
|
|
|
—
|
|
|
—
|
|
|
223
|
|
||||
Change in fair value of convertible note embedded derivative liability
|
|
6,310
|
|
|
—
|
|
|
—
|
|
|
6,310
|
|
||||
Change in fair value of warrant liability
|
|
2,526
|
|
|
—
|
|
|
—
|
|
|
2,526
|
|
||||
Loss on extinguishment of debt
|
|
1,167
|
|
|
—
|
|
|
—
|
|
|
1,167
|
|
||||
(Increase) / decrease in assets:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
—
|
|
|
(12,951
|
)
|
|
244
|
|
|
(12,707
|
)
|
||||
Deposits
|
|
(34
|
)
|
|
4
|
|
|
(4
|
)
|
|
(34
|
)
|
||||
Deferred tax assets
|
|
(241
|
)
|
|
(3
|
)
|
|
—
|
|
|
(244
|
)
|
||||
Prepaid expenses and other current assets
|
|
(50
|
)
|
|
8
|
|
|
(11
|
)
|
|
(53
|
)
|
||||
Increase / (decrease) in liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
(232
|
)
|
|
7,284
|
|
|
(19
|
)
|
|
7,033
|
|
||||
Accrued license fees and revenue share
|
|
—
|
|
|
3,525
|
|
|
149
|
|
|
3,674
|
|
||||
Accrued compensation
|
|
2,026
|
|
|
325
|
|
|
4
|
|
|
2,355
|
|
||||
Accrued interest
|
|
165
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||
Other current liabilities
|
|
3,630
|
|
|
(3,047
|
)
|
|
(450
|
)
|
|
133
|
|
||||
Other non-current liabilities
|
|
(674
|
)
|
|
46
|
|
|
—
|
|
|
(628
|
)
|
||||
Cash provided by / (used in) operating activities - continuing operations
|
|
(1,633
|
)
|
|
817
|
|
|
451
|
|
|
(365
|
)
|
||||
Cash provided by / (used in) operating activities - discontinued operations
|
|
—
|
|
|
1,243
|
|
|
(392
|
)
|
|
851
|
|
||||
Net cash provided by / (used in) operating activities
|
|
(1,633
|
)
|
|
2,060
|
|
|
59
|
|
|
486
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
(13
|
)
|
|
(1,202
|
)
|
|
(5
|
)
|
|
(1,220
|
)
|
||||
Cash used in investing activities - continuing operations
|
|
(13
|
)
|
|
(1,202
|
)
|
|
(5
|
)
|
|
(1,220
|
)
|
||||
Cash used in investing activities - discontinued operations
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
||||
Net cash used in investing activities
|
|
(13
|
)
|
|
(1,294
|
)
|
|
(5
|
)
|
|
(1,312
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from short-term borrowings
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
||||
Payment of debt issuance costs
|
|
(346
|
)
|
|
—
|
|
|
—
|
|
|
(346
|
)
|
||||
Options exercised
|
|
259
|
|
|
—
|
|
|
—
|
|
|
259
|
|
||||
Repayment of debt obligations
|
|
(848
|
)
|
|
—
|
|
|
—
|
|
|
(848
|
)
|
||||
Net cash provided by financing activities
|
|
1,565
|
|
|
—
|
|
|
—
|
|
|
1,565
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Effect of exchange rate changes on cash
|
|
(1
|
)
|
|
(5
|
)
|
|
1
|
|
|
(5
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net change in cash
|
|
(82
|
)
|
|
761
|
|
|
55
|
|
|
734
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash and restricted cash, beginning of period
|
|
414
|
|
|
5,508
|
|
|
558
|
|
|
6,480
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash and restricted cash, end of period
|
|
$
|
332
|
|
|
$
|
6,269
|
|
|
$
|
613
|
|
|
$
|
7,214
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Ignite™ ("Ignite"), a mobile device management platform with targeted application distribution capabilities, and
|
•
|
Other products and professional services directly related to the Ignite platform.
|
|
|
Three months ended December 31,
|
|
|
|
Nine months ended December 31,
|
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
% of Change
|
|
2018
|
|
2017
|
|
% of Change
|
||||||||||
|
|
(in thousands, except per share amounts)
|
|
|
|
(in thousands, except per share amounts)
|
|
|
||||||||||||||
Net revenues
|
|
$
|
30,411
|
|
|
$
|
22,732
|
|
|
33.8
|
%
|
|
$
|
76,377
|
|
|
$
|
53,790
|
|
|
42.0
|
%
|
License fees and revenue share
|
|
19,195
|
|
|
14,887
|
|
|
28.9
|
%
|
|
50,213
|
|
|
34,344
|
|
|
46.2
|
%
|
||||
Other direct cost of revenues
|
|
538
|
|
|
437
|
|
|
23.1
|
%
|
|
1,553
|
|
|
1,276
|
|
|
21.7
|
%
|
||||
Gross profit
|
|
10,678
|
|
|
7,408
|
|
|
44.1
|
%
|
|
24,611
|
|
|
18,170
|
|
|
35.4
|
%
|
||||
Total operating expenses
|
|
8,222
|
|
|
8,895
|
|
|
(7.6
|
)%
|
|
23,100
|
|
|
22,640
|
|
|
2.0
|
%
|
||||
Income / (loss) from operations
|
|
2,456
|
|
|
(1,487
|
)
|
|
(265.2
|
)%
|
|
1,511
|
|
|
(4,470
|
)
|
|
(133.8
|
)%
|
||||
Interest expense
|
|
(194
|
)
|
|
(446
|
)
|
|
(56.5
|
)%
|
|
(648
|
)
|
|
(1,815
|
)
|
|
(64.3
|
)%
|
||||
Foreign exchange transaction gain / (loss)
|
|
(2
|
)
|
|
49
|
|
|
(104.1
|
)%
|
|
7
|
|
|
(61
|
)
|
|
(111.5
|
)%
|
||||
Change in fair value of convertible note embedded derivative liability
|
|
(1,476
|
)
|
|
(1,658
|
)
|
|
(11.0
|
)%
|
|
1,096
|
|
|
(6,310
|
)
|
|
(117.4
|
)%
|
||||
Change in fair value of warrant liability
|
|
(1,651
|
)
|
|
(898
|
)
|
|
83.9
|
%
|
|
845
|
|
|
(2,526
|
)
|
|
(133.5
|
)%
|
||||
Loss on extinguishment of debt
|
|
(10
|
)
|
|
(285
|
)
|
|
(96.5
|
)%
|
|
(25
|
)
|
|
(1,167
|
)
|
|
(97.9
|
)%
|
||||
Other expense
|
|
(43
|
)
|
|
(154
|
)
|
|
(72.1
|
)%
|
|
(169
|
)
|
|
(73
|
)
|
|
131.5
|
%
|
||||
Income / (loss) from continuing operations before income taxes
|
|
(920
|
)
|
|
(4,879
|
)
|
|
(81.1
|
)%
|
|
2,617
|
|
|
(16,422
|
)
|
|
(115.9
|
)%
|
||||
Income tax benefit / (provision)
|
|
216
|
|
|
(84
|
)
|
|
(357.1
|
)%
|
|
157
|
|
|
(937
|
)
|
|
(116.8
|
)%
|
||||
Net income / (loss) from continuing operations, net of taxes
|
|
(1,136
|
)
|
|
(4,795
|
)
|
|
(76.3
|
)%
|
|
2,460
|
|
|
(15,485
|
)
|
|
(115.9
|
)%
|
||||
Basic and diluted net income / (loss) per common share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.07
|
)
|
|
(85.7
|
)%
|
|
$
|
0.03
|
|
|
$
|
(0.23
|
)
|
|
(113.0
|
)%
|
Weighted-average common shares outstanding, basic
|
|
77,645
|
|
|
72,148
|
|
|
7.6
|
%
|
|
76,977
|
|
|
68,575
|
|
|
12.3
|
%
|
||||
Weighted-average common shares outstanding, diluted
|
|
77,645
|
|
|
75,442
|
|
|
2.9
|
%
|
|
79,371
|
|
|
70,252
|
|
|
13.0
|
%
|
|
|
Three months ended December 31,
|
|
|
|
Nine months ended December 31,
|
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
% of Change
|
|
2018
|
|
2017
|
|
% of Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Gross margin $
|
|
$
|
10,678
|
|
|
$
|
7,408
|
|
|
44.1
|
%
|
|
$
|
24,611
|
|
|
$
|
18,170
|
|
|
35.4
|
%
|
Gross margin %
|
|
35.1
|
%
|
|
32.6
|
%
|
|
7.7
|
%
|
|
32.2
|
%
|
|
33.8
|
%
|
|
(4.7
|
)%
|
|
|
Three months ended December 31,
|
|
|
|
Nine months ended December 31,
|
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
% of Change
|
|
2018
|
|
2017
|
|
% of Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Product development
|
|
$
|
2,428
|
|
|
$
|
3,120
|
|
|
(22.2
|
)%
|
|
$
|
8,174
|
|
|
$
|
7,535
|
|
|
8.5
|
%
|
Sales and marketing
|
|
1,962
|
|
|
1,623
|
|
|
20.9
|
%
|
|
5,711
|
|
|
4,044
|
|
|
41.2
|
%
|
||||
General and administrative
|
|
3,832
|
|
|
4,152
|
|
|
(7.7
|
)%
|
|
9,215
|
|
|
11,061
|
|
|
(16.7
|
)%
|
||||
Total operating expenses
|
|
$
|
8,222
|
|
|
$
|
8,895
|
|
|
(7.6
|
)%
|
|
$
|
23,100
|
|
|
$
|
22,640
|
|
|
2.0
|
%
|
|
|
Three months ended December 31,
|
|
|
|
Nine months ended December 31,
|
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
% of Change
|
|
2018
|
|
2017
|
|
% of Change
|
||||||||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||
Interest expense
|
|
$
|
(194
|
)
|
|
$
|
(446
|
)
|
|
(56.5
|
)%
|
|
$
|
(648
|
)
|
|
$
|
(1,815
|
)
|
|
(64.3
|
)%
|
Foreign exchange transaction gain / (loss)
|
|
(2
|
)
|
|
49
|
|
|
(104.1
|
)%
|
|
7
|
|
|
(61
|
)
|
|
(111.5
|
)%
|
||||
Change in fair value of convertible note embedded derivative liability
|
|
(1,476
|
)
|
|
(1,658
|
)
|
|
(11.0
|
)%
|
|
1,096
|
|
|
(6,310
|
)
|
|
(117.4
|
)%
|
||||
Change in fair value of warrant liability
|
|
(1,651
|
)
|
|
(898
|
)
|
|
83.9
|
%
|
|
845
|
|
|
(2,526
|
)
|
|
(133.5
|
)%
|
||||
Loss on extinguishment of debt
|
|
(10
|
)
|
|
(285
|
)
|
|
(96.5
|
)%
|
|
(25
|
)
|
|
(1,167
|
)
|
|
(97.9
|
)%
|
||||
Other expense
|
|
(43
|
)
|
|
(154
|
)
|
|
(72.1
|
)%
|
|
(169
|
)
|
|
(73
|
)
|
|
131.5
|
%
|
||||
Total interest and other income / (expense), net
|
|
$
|
(3,376
|
)
|
|
$
|
(3,392
|
)
|
|
(0.5
|
)%
|
|
$
|
1,106
|
|
|
$
|
(11,952
|
)
|
|
(109.3
|
)%
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
(unaudited)
|
|
|
||||
|
|
(in thousands)
|
||||||
Cash
|
|
|
|
|
||||
Cash
|
|
$
|
10,100
|
|
|
$
|
12,720
|
|
Restricted cash
|
|
431
|
|
|
331
|
|
||
Total cash and restricted cash
|
|
10,531
|
|
|
13,051
|
|
||
|
|
|
|
|
||||
Short-term debt
|
|
|
|
|
||||
Short-term debt, net of debt issuance costs of $78 and $205, respectively
|
|
1,522
|
|
|
1,445
|
|
||
Total short-term debt
|
|
$
|
1,522
|
|
|
$
|
1,445
|
|
|
|
|
|
|
||||
Long-term debt
|
|
|
|
|
||||
Convertible notes, net of debt issuance costs and discounts of $1,402 and $1,827, respectively
|
|
3,298
|
|
|
3,873
|
|
||
Total long-term debt
|
|
$
|
3,298
|
|
|
$
|
3,873
|
|
Total debt
|
|
$
|
4,820
|
|
|
$
|
5,318
|
|
|
|
|
|
|
||||
Working capital
(1)
|
|
|
|
|
||||
Current assets
|
|
$
|
36,227
|
|
|
$
|
31,002
|
|
Current liabilities
|
|
38,981
|
|
|
33,680
|
|
||
Working capital
(1)
|
|
$
|
(2,754
|
)
|
|
$
|
(2,678
|
)
|
|
|
Nine months ended December 31,
|
|
|
|||||||
|
|
2018
|
|
2017
|
|
% of Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Consolidated statement of cash flows data:
|
|
|
|
|
|
|
|||||
Net cash provided by / (used in) operating activities - continuing operations
|
|
$
|
2,529
|
|
|
$
|
(365
|
)
|
|
792.9
|
%
|
Capital expenditures
|
|
(1,781
|
)
|
|
(1,220
|
)
|
|
46.0
|
%
|
||
Proceeds from short-term borrowings
|
|
—
|
|
|
2,500
|
|
|
(100.0
|
)%
|
||
Options exercised
|
|
223
|
|
|
259
|
|
|
(13.9
|
)%
|
||
Repayment of debt obligations
|
|
(50
|
)
|
|
(848
|
)
|
|
(94.1
|
)%
|
||
Payment of debt issuance costs
|
|
—
|
|
|
(346
|
)
|
|
100.0
|
%
|
||
Effect of exchange rate changes on cash
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Within the Next 12 Months
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than 5 Years
|
||||||||||
Contractual cash obligations
|
|
(in thousands)
|
||||||||||||||||||
Convertible notes (a)
|
|
$
|
4,700
|
|
|
$
|
—
|
|
|
$
|
4,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases (b)
|
|
4,890
|
|
|
1,004
|
|
|
1,742
|
|
|
1,701
|
|
|
443
|
|
|||||
Interest and bank fees
|
|
845
|
|
|
434
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|||||
Uncertain tax positions (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$
|
10,435
|
|
|
$
|
1,438
|
|
|
$
|
6,853
|
|
|
$
|
1,701
|
|
|
$
|
443
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101
|
|
INS XBRL Instance Document.*
|
|
|
|
101
|
|
SCH XBRL Schema Document.
*
|
|
|
|
101
|
|
CAL XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
|
|
101
|
|
DEF XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
|
|
101
|
|
LAB XBRL Taxonomy Extension Label Linkbase Document.*
|
|
|
|
101
|
|
PRE XBRL Taxonomy Extension Presentation Linkbase Document.*
|
*
|
Filed herewith.
|
†
|
Management contract or compensatory plan or arrangement.
|
††
|
Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act. In accordance with Rule 406, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission.
|
+
|
In accordance with SEC Release No. 33-8212, these exhibits are being furnished, and are not being filed, as part of the Report on Form 10-Q or as a separate disclosure document, and are not being incorporated by reference into any Securities Act registration statement.
|
|
|
Digital Turbine, Inc.
|
||
Dated: February 5, 2019
|
|
|
||
|
|
By:
|
|
/s/ William Stone
|
|
|
|
|
William Stone
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
Digital Turbine, Inc.
|
||
Dated: February 5, 2019
|
|
|
||
|
|
By:
|
|
/s/ Barrett Garrison
|
|
|
|
|
Barrett Garrison
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
1.
|
Amendment of Exhibit C-1 (Business Terms)
. Parties agree replace Section 1 in Exhibit C-1 of the Supplement in its entirety, with the following:
|
Tiers
|
Units
|
Cricket Share
|
Company Share
|
1
|
[***]
|
[***]
|
[***]
|
2
|
[***]
|
[***]
|
[***]
|
2.
|
For the purpose of calculating each Party’s Share as of the Effective Date pursuant to the Tiers specified in Section 1(a) of the Supplement, the total Unit count shall be reset to [***].
|
3.
|
Integration; Conflicts
.
This Amendment and the Supplement set forth the Parties’ entire agreement with respect to the subject matter hereof and thereof. Except as expressly modified by this Amendment, each and every term and condition set forth in the Supplement, and each Party’s rights and obligations thereunder, shall remain in full force and effect. In the event of a conflict between any term or condition set forth in herein and the Supplement, the terms and conditions of this Amendment shall govern and prevail.
|
4.
|
Counterparts
.
This Amendment may be executed in separate counterparts, each of which when executed and delivered (including without limitation via facsimile or .pdf transmission) will be deemed an original and all of which together shall constitute one and the same instrument and will be binding upon the Parties.
|
Dated: February 5, 2019
|
|
|
|
|
|
|
By:
|
/s/ William Stone
|
|
|
William Stone
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
Dated: February 5, 2019
|
|
|
|
|
|
|
By:
|
/s/ Barrett Garrison
|
|
|
Barrett Garrison
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Dated: February 5, 2019
|
|
|
|
|
|
|
By:
|
/s/ William Stone
|
|
|
William Stone
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
Dated: February 5, 2019
|
|
|
|
|
|
|
By:
|
/s/ Barrett Garrison
|
|
|
Barrett Garrison
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|