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    ZDGE   US98923T1043

ZEDGE, INC.

(ZDGE)
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ZEDGE : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

03/16/2021 | 03:18pm EDT
The following information should be read in conjunction with the accompanying
consolidated financial statements and the associated notes thereto of this
Quarterly Report, and the audited consolidated financial statements and the
notes thereto and our Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in our Annual Report on Form 10-K
for the fiscal year ended July 31, 2020 (the "Form 10-K"), as filed with the
U.S. Securities and Exchange Commission (the "SEC").



As used below, unless the context otherwise requires, the terms "the Company,"
"Zedge," "we," "us," and "our" refer to Zedge, Inc., a Delaware corporation and
its subsidiary Zedge Europe AS, collectively.



Forward-Looking Statements




This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements that contain the words
"believes," "anticipates," "expects," "plans," "intends," and similar words and
phrases. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from the results projected
in any forward-looking statement. In addition to the factors specifically noted
in the forward-looking statements, other important factors, risks and
uncertainties that could result in those differences include, but are not
limited to, those discussed under Item 1A to Part I "Risk Factors" in the Form
10-K. The forward-looking statements are made as of the date of this report and
we assume no obligation to update the forward-looking statements, or to update
the reasons why actual results could differ from those projected in the
forward-looking statements. Investors should consult all of the information set
forth in this report and the other information set forth from time to time in
our reports filed with the SEC pursuant to the Securities Act of 1933 and the
Securities Exchange Act of 1934, including the Form 10-K.



Overview



Zedge is a leading app developer focusing on mobile phone personalization and
entertainment. "Zedge Wallpapers and Ringtones" our flagship app is all about
personal identity. We're the hub for self-expression used by millions for mobile
phone personalization, social content and fandom art. Our app enables consumers
to showcase who they are, what they like, and amplify their persona. Zedge
Premium, our marketplace, enables content creators, ranging the gamut from world
class celebrities to emerging artists, to display their talent and sell their
content to our users. "Shortz - Chat Stories by Zedge," which has been launched
in beta, offers serialized, short-form fiction stories delivered as
text-messaging conversations and more recently as mini-podcasts.



Our Zedge app has been installed approximately 482 million times, and at January
31, 2021, boasted approximately 35.4 million monthly active users, or MAU. MAU
is a key performance indicator that captures the number of unique users that
used our Zedge app during the previous 30-day of the relevant period. Our Zedge
app has consistently ranked as one of the most popular free apps in the Google
Play store in the United States. Historically, we have not made a material
investment in paid user acquisition for our Zedge app.



Our Zedge app's success stems from its ability to meet consumer demand for a
rich and diverse catalogue of both long-tail and popular content in a fun,
intuitive and user-friendly fashion that aligns with their interest in
expressing their essence in a bespoke manner, to offer reliable search and
discovery capabilities and to make relevant content recommendations to our
users. To this end, we invest heavily in both product design and development and
the underlying technology required to satisfy both our Zedge app's users' and
content contributors' expectations. Our Zedge app utilizes both user-generated
and licensed, third-party content to achieve these goals.



In March 2018, we launched Zedge Premium, a marketplace within our Zedge app
where professional creators and brands market, distribute and sell their digital
content to our consumers. Since launching Zedge Premium, we have made and
continue making material investments in optimizing our Zedge app's homepage
design in order to maximize exposure to premium content with the goal of driving
sales. Over time, we expect that Zedge Premium will contribute to a virtuous
cycle whereby it drives new consumers into our Zedge app resulting in more
artist payouts, which in turn makes the platform more attractive for artists and
brands looking to expand their reach and increase their income.



In January 2019, we started offering freemium Zedge app users the ability to
convert into paying subscribers for amongst other things the ability to remove
unsolicited advertisements from our Zedge app. As of January 31, 2021, we had
approximately 711,000 active subscribers. In fiscal 2021, we hope to further
optimize the offer based on user type, geography and price point as well as
introduce new subscription enhancements like content bundles and rewards.



                                       14





In December 2019, we completed the beta launch of 'Shortz' our new entertainment
app offering serialized, short-form fiction delivered in a text-message format
across both Android and iOS, focusing on users in the United States, the United
Kingdom and Canada and it is now available globally.



Over the past several years, our Zedge app has experienced a decline in its MAU,
with modest increases in certain periods, as well as a shift in the regional
customer make-up with MAU in emerging markets representing an increasing portion
of our user base. As of January 31, 2021, users in emerging markets represented
73% of our MAU compared to 67% a year prior. This shift has negatively impacted
revenue because advertising rates in emerging markets are materially lower than
in well-developed markets. In the second quarter of fiscal 2021, users in
emerging markets grew by 12.6% while users in well-developed economies declined
15.9% when compared to the same period in fiscal 2020. As of January 31, 2021,
approximately 45% of our Zedge app's user base was located in North America and
Europe (including Eastern Europe) with a split of 22% and 23%, respectively,
compared with 53% as of January 31, 2020 with a split of 26% and 27%,
respectively.



MAU growth is tightly coupled with securing new users. Historically, our
relatively high ranking in the Google Play store has been one of the primary
drivers for securing new users. Although still an important factor, we now also
dedicate resources to growth initiatives, both organic and paid. With time, we
believe that we can change our growth dynamic in well-developed markets. Aside
from targeted growth initiatives, we need to continually improve the core user
experience, test different mechanisms and content verticals that may spur growth
and capitalize on the role that Zedge Premium artists can have on driving new
users into the Zedge platform.



The COVID-19 pandemic has impacted our Zedge app's new user growth. According to
Gartner, a leading research and advisory company, new smartphone sales declined
10.5% in calendar year 2020 as a result of the pandemic, negatively impacting
new user growth, especially in well-developed markets. Gartner forecasts and
smartphone sales are expected to rebound in 2021. Mature Asia Pacific, Western
Europe, and Latin America are expected to exhibit the strongest growth between
2020 and 2021 which we expect will bode well for our business.



During the quarters ended January 31, 2021 and 2020, we generated approximately
83% and 85%, respectively, of our revenues from selling our Zedge app's
advertising inventory to advertising networks, advertising exchanges, and direct
arrangements with advertisers. Advertising networks and advertising exchanges
are third-party technology platforms that facilitate the buying and selling of
media advertising inventory from multiple ad networks. The price of advertising
inventory is fixed on an advertising network whereas the price for inventory is
determined through real-time bidding on an advertising exchange. Advertisers are
attracted to our Zedge app because of its sizable user base.



In our Zedge Premium marketplace, the content owner sets the price and the user
can purchase the content by paying for it with Zedge Credits, our closed virtual
currency. A user can earn Zedge Credits when taking specific actions such as
watching a rewarded video. Alternatively, users can buy Zedge Credits via an
in-app purchase. If a user purchases Zedge Credits, Google Play or App Store
keeps 30% of the purchase price with the remaining 70% being paid to us. When a
user purchases Zedge Premium content, the artist or brand receives 70% of the
actual value of the Zedge Credits used to buy the content item as a royalty and
we retain the remaining 30% as our fee, which we recognize as revenue. As Zedge
Premium matures and expands, we expect to also diversify our revenue source mix.



In January 2019, we started offering a subscription-based product to Android
users of our Zedge app in which the payment of a monthly or annual fee would
remove unsolicited ads when using our Zedge app. During the first 12 months
after a customer's sign up for the subscription-based product, Google retains up
to 30% as a fee, which decreases to 15% from month 13 and beyond. As of January
31, 2021, we had approximately 711,000 active subscribers, 90% of which had
subscribed on an annual basis. Since inception in January 2019, subscriptions
have generated approximately $4.7 million in gross revenue.



Critical Accounting Policies



Our consolidated financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States of
America, or U.S. GAAP. Our significant accounting policies are described in Note
1 to the consolidated financial statements included in the Form 10-K. The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses as well as the disclosure of contingent assets and liabilities.
Critical accounting policies are those that require application of management's
most subjective or complex judgments, often as a result of matters that are
inherently uncertain and may change in subsequent periods. Our critical
accounting policies include those related to capitalized software and technology
development costs, revenue recognition and goodwill. Management bases its
estimates and judgments on historical experience and other factors that are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions. For additional
discussion of our critical accounting policies, see our Management's
Discussion and Analysis of Financial Condition and Results of Operations in
the
Form 10-K.



                                       15




Recently Issued Accounting Standards Not Yet Adopted

Recently issued accounting standards not yet adopted by us are more fully described in Note 13 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.



COVID-19



The COVID-19 pandemic has resulted in public health responses including travel
bans, restrictions, social distancing requirements, and shelter-in place orders,
which have negatively impacted our business, operations and financial
performance. While we saw a significant decrease in advertising spend when the
pandemic became global in March, our daily advertising revenue has experienced a
strong recovery since July 2020.



We responded quickly and decisively to the challenges presented by the pandemic
in order to ensure the long-term continuity of our service. Initially, we
shifted resources and priorities and focused on streamlining our back-end
infrastructure and specifically redesigning our content management system in
order to better control costs while simultaneously establishing a scalable
foundation for new growth initiatives, even at the expense of new product
initiatives. At the outset of the pandemic, we instituted a hiring freeze which
has subsequently been relaxed and we are starting to invest in new products,
features, and enhancements. We expect to grow headcount by between 15% to 20% in
calendar 2021, mostly in engineering, product and design to execute on our
product development roadmap.



Given the unprecedented uncertainty and rapidly shifting market conditions of
the business environment, we cannot reasonably estimate the full impact of the
COVID-19 pandemic on our future financial and operational results. At this point
it is unclear whether variables including the economy, unemployment, retail
sales, and advertising budgets, or capital markets, including volatility of our
stock price will impact our business. We continue to monitor the rapidly
evolving situation and guidance from international and domestic authorities,
including federal, state and local public health authorities, and there may be
developments outside our control requiring us to adjust our operating plan.



The risks related to the COVID-19 pandemic on our business are further described
in Part I, Item 1A - Risk Factors of the Company's Annual Report on Form 10-K
for the year ended July 31, 2020, as filed with the SEC.



Key Performance Indicators



The presentation of our results of operations includes disclosure of two key
performance indicators - Monthly Active Users (MAU) and Average Revenue Per
Monthly Active User (ARPMAU). MAU is a key performance indicator that captures
the number of unique users that used our Zedge app during the previous 30-day
period, which is important to understanding the size of the user base for the
Company's Zedge app which is a driver of revenue. Changes and trends in MAU are
useful for measuring the general health of our business, gauging both present
and potential customers' experience, assessing the efficacy of product
improvements and marketing campaigns and overall user engagement. ARPMAU is
valuable because it provides insight into how well we monetize our users and,
changes and trends in ARPMAU are indications of how effective our monetization
investments are.



MAU increased 3.2% in the second quarter of fiscal 2021 when compared to the
same period a year ago and increased 9.3% on a sequential basis. Over the past
several years, we have experienced a continuing shift in our regional customer
make-up with MAU in emerging markets representing an increasing portion of our
user base. As of January 31, 2021, users in emerging markets represented 73% of
our MAU compared to 67% a year prior. This shift has negatively impacted revenue
because advertising rates in emerging markets are materially lower than in
well-developed markets. However, ARPMAU for the three months ended January 31,
2021 was up 87.8% when compared to the same period a year ago, pointing to
progress we have made in extracting more value from our users, particularly from
paid subscriptions sales and improvement in ad optimization. For the same
reasons, ARPMAU also increased 35.2% on a sequential basis.



                                   Three Months Ended
                                       January 31,
(in millions, except ARPMAU)        2021          2020        % Change
MAU                                    35.4         34.3            3.2 %
Developed Markets MAU                   9.5         11.3          -15.9 %
Emerging Markets MAU                   25.9         23.0           12.6 %
Emerging Markets MAU/Total MAU           73 %         67 %          9.1 %

ARPMAU                           $   0.0492     $ 0.0262           87.8 %




                                       16





                                       Three Months Ended
                                  January 31,       October 31,
(in millions, except ARPMAU)         2021              2020           % Change
MAU                                       35.4              32.4            9.3 %
Developed Markets MAU                      9.5               9.2            3.3 %
Emerging Markets MAU                      25.9              23.2           11.6 %
Emerging Markets MAU/Total MAU              73 %              72 %         
2.2 %

ARPMAU                           $      0.0492     $      0.0364           35.2 %




Results of Operations



Three and Six Months Ended January 31, 2021 Compared to Three and Six Months
Ended January 31, 2020



                           Three months ended                                  Six Months Ended
                               January 31,                 Change                 January 31,                Change
                            2021          2020          $           %          2021         2020          $           %
                                         (in thousands)                                     (in thousands)
Revenues                 $    5,314      $ 2,644     $ 2,670         101 %   $   9,076     $ 4,677     $ 4,399          94 %
Direct cost of
revenues                        313          308           5           2 %         617         636         (19 )        -3 %
Selling, general and
administrative                2,159        1,894         265          14 %       4,165       3,839         326           8 %
Depreciation and
amortization                    324          363         (39 )       -11 % 

683 868 (185 ) -21 %


Income (loss) from
operations                    2,518           79       2,439        3087 %       3,611        (666 )     4,277          nm
Interest and other
income, net                       5            5           -           0 %           5           5           -           0 %
Net gain (loss)
resulting from foreign
exchange transactions            74           17          57         335 %          34         (39 )        73          nm
Provision for income
taxes                           319            1         318       31800 %         327           1         326       32600 %

Net Income (loss) $ 2,278 $ 100 $ 2,178 2178 %

 $   3,323     $  (701 )   $ 4,024          nm






nm-not measurable



Revenues


The following table sets forth the composition of our revenues for the three and six months ended January 31, 2021 and 2020:



                               Three Months Ended             Six Months Ended
                                   January 31,                  January 31,                       Changes
                               2021           2020           2021          2020        Three Months       Six Months
                                 (in thousands)                (in thousands)
Advertising revenue         $    4,399      $   2,260     $    7,385     $   3,927                95 %             88 %
Paid subscription revenue          809            323          1,459           530               150 %            175 %
Other revenues                     106             61            232           220                74 %              5 %
Total Revenues              $    5,314      $   2,644     $    9,076     $   4,677               101 %             94 %



Advertising revenue. Advertising revenue increased 95% and 88% in the three and
six months ended January 31, 2021, respectively, compared to the three and six
months ended January 31, 2020, primarily due to improvement in our ad
optimizations and higher advertising rates.



Paid subscription revenue. We rolled out a subscription-based product on Android
in January 2019, whereby users of our Zedge app could pay a monthly or annual
fee to remove unsolicited ads when using our Zedge app. We employ a regional
pricing strategy in order to improve conversions. The U.S. constitutes our
largest subscriber base and we generally charge $0.99 per month and $4.99 per
year. We generated $954,000 and $1,816,000 in gross prepaid subscription in the
three and six months ended January 31, 2021, respectively, compared to $496,000
and $838,000 in the three and six months ended January 31, 2020. We expect that
from time to time the prices of our subscription in each country/region may
change and we may test other plan and price variations.



                                       17




The following table summarizes subscription revenue for the three and six months ended January 31, 2021 and 2020.



                                        Three Months Ended                            Six Months Ended
                                            January 31,                                 January 31,
                                      2021               2020        % Change         2021         2020       % Change
                                              (in thousands, except revenue per subscriber and percentages)
Revenues                           $       809         $     323           150 %   $    1,459     $   530     $     175 %
Active subscriptions net
additions                                  102                98             3 %          207         164            26 %
Active subscriptions at end of
period                                     711               298           139 %          711         298           139 %
Average active subscriptions               669               248           170 %          612         206           196 %
Average monthly revenue per
active subscription                $      0.40         $    0.43            -7 %   $     0.40     $  0.43     $      -7 %




Zedge Premium. We completed the initial rollout of Zedge Premium in March 2018
to a segment of our Android user base and we expanded it to 100% of our Android
user base in January 2019. In the three and six months ended January 31, 2021,
gross transaction value (the total sales volume transacting through the
platform), or "GTV," generated from Zedge Premium were $211,000 and $419,000,
respectively, compared to $197,000 and $389,000 in the three and six months
ended January 31, 2020. In the three and six months ended January 31, 2021 net
revenue generated from Zedge Premium were $103,000 and $228,000, respectively,
compared to $61,000 and $220,000 in the three and six months ended January
31,
2020.


Revenue from Zedge Premium, as well as revenues generated by Shortz, are reported under Other Revenues, and those offerings constitute potential growth drivers in the quarters to come.

Direct cost of revenues. Direct cost of revenues consists primarily of content hosting and content delivery costs.



                                      Three Months Ended                          Six Months Ended
                                          January 31,                               January 31,
(in thousands)                       2021            2020        % Change        2021          2020        % Change
Direct cost of revenues            $    313       $      308           1.6 %   $    617       $   636           -3.0 %
As a percentage of revenues             5.9 %           11.6 %                      6.8 %        13.6 %




Direct cost of revenues increased 1.6% and decreased 3% in the three and six
months ended January 31, 2021, respectively, compared to three and six months
ended January 31, 2020. The 1.6% increase in the three months ended January 31,
2021 can be attributed to a billing error in fiscal 2020 where certain charges
were not billed by one of our vendors. The 3% decrease was primarily
attributable to the migration of our backend infrastructure to cloud-based
providers, offset by the increase in revenues.



As a percentage of revenue, direct cost of revenues in three and six months
ended January 31, 2021 were 5.9% and 6.8%, respectively, compared to 11.6% and
13.6% in the three and six months ended January 31, 2020, primarily due to
significantly higher revenue in the current periods and the fixed nature of many
of our direct cost of revenues.



Selling, general and administrative expense. Selling, general and administrative
expense ("SG&A") consists mainly of payroll, benefits, recruiting fees,
facilities, marketing, content acquisition costs, consulting, professional fees,
software licensing ("SaaS") and public company related expenses.



                                        Three Months Ended                         Six Months Ended
                                            January 31,                               January 31,
(in thousands)                           2021          2020        % Change

2021 2020 % Change Selling, general and administrative $ 2,159 $ 1,894 14.0 % $ 4,165 $ 3,839

           8.5 %
As a percentage of revenues                 40.6 %       71.6 %            
          45.9 %      82.1 %




SG&A expense increased 14.0% and 8.5% in the three and six months ended January
31, 2021, respectively, compared to three and six months ended January 31, 2020.
This increase was primarily attributable to higher compensation costs resulting
from additional headcount, higher professional fees and higher marketing costs
associated with the approximately 23.9% average fee we pay to Google for
subscription sales, offset by reductions in discretionary expenses.



As a percentage of revenue, SG&A expense in the three and six months ended January 31, 2021 were 40.6% and 45.9%, respectively, compared to 71.6% and 82.1% in the three and six months ended January 31, 2020, primarily due to significantly higher revenue in the current periods.

Our headcount totaled 46 as of January 31, 2021 compared to 39 as of January 31, 2020 with the majority of our employees currently based in Lithuania.



                                       18





SG&A expense also included stock-based compensation expense which were $152,000
and $389,000 for the three and six months ended January 31, 2021, respectively,
compared to $198,000 and $296,000 for the three and six months ended January 31,
2020. Stock-based compensation includes equity grants to employees and
consultants, as well as stock issuances to pay for board compensations and
401(k) matching contributions. Certain stock options, deferred stock unit and
restricted stock grants are more fully described in Note 6 to the Consolidated
Financial Statements included in Item 1 to Part I of this Quarterly Report
on
Form 10-Q.


Depreciation and amortization. Depreciation and amortization consist mainly of
amortization of capitalized software and technology development costs of our
internal developers on various projects that we invested in specific to the
various platforms on which we operate our service. We start amortizing these
capitalized software and technology development costs once these projects were
completed.



                                      Three Months Ended                           Six Months Ended
                                          January 31,                                January 31,
(in thousands)                       2021            2020         % Change        2021          2020        % Change
Depreciation and amortization      $    324       $      363          -10.7 %   $    683       $   868          -21.3 %
As a percentage of revenues             6.1 %           13.7 %             
         7.5 %        18.6 %



The comparison of depreciation and amortization expenses in any given periods can be attributed to the number of projects being amortized during those periods, as we removed fully amortized projects and added newly completed projects in the amortization pool.

Interest and other income, net. Interest and other income, net in the three and six months ended January 31, 2021 remained flat when compared to the same periods in fiscal 2020.



                                      Three Months Ended                          Six Months Ended
                                          January 31,                                January 31,
(in thousands)                       2021            2020        % Change        2021           2020       % Change
Interest and other income, net     $       5       $       5           0.0
%   $      5       $      5           0.0 %
As a percentage of revenues              0.1 %           0.2 %                      0.1 %          0.1 %




Net gain (loss) resulting from foreign exchange transactions. Net gain (loss)
resulting from foreign exchange transactions is comprised of gains and losses
generated from movements in NOK and EUR relative to the U.S. Dollar, including
gains or losses from our hedging activities.



                                      Three Months Ended                           Six Months Ended
                                          January 31,                                January 31,
(in thousands)                       2021            2020         % Change        2021          2020        % Change
Net gain (loss) resulting from
foreign exchange transactions      $      74       $      17          335.3 %   $     34       $   (39 )           nm
As a percentage of revenues              1.4 %           0.6 %             
         0.4 %        -0.8 %




In the three and six months ended January 31, 2021, we realized gains of $92,000
and $51,000, respectively, from NOK and EUR hedging activities, compared to
gains of $20,000 and losses of $54,000 in the three and six months ended January
31, 2020.



Provision for income taxes. The tax expense consists of federal and state taxes
based on taxable income and allocated net worth and certain income taxes payable
in foreign jurisdictions where our subsidiaries reside.



                                      Three Months Ended                           Six Months Ended
                                          January 31,                                 January 31,
(in thousands)                       2021            2020         % Change        2021           2020        % Change
Provision for income taxes         $     319       $       1             nm     $    327       $      1             nm
As a percentage of revenues              6.0 %           0.0 %             
         3.6 %          0.0 %




At July 31, 2020, we had available U.S. federal and state net operating loss
("NOL") carryforwards from domestic operations of approximately $5.6 million and
$5.9 million, respectively, to offset future taxable income, we also had
available NOL carryforwards of approximately $433,000 to offset future foreign
taxable income. We expect to utilize these NOL carryforwards to offset the
taxable income for the six months ended January 31, 2021 and for the fiscal year
ending July 31, 2021, and reduced its effective tax rate to 7.9% for those
periods.



On March 27, 2020, the CARES Act was signed into law. The Act contains several
new or changed income tax provisions, including but not limited to the
following: increased limitation threshold for determining deductible interest
expense, class life changes to qualified improvements (in general, from 39 years
to 15 years), and the ability to carry back net operating losses incurred from
tax years 2018 through 2020 up to the five preceding tax years. Most of these
provisions are either not applicable or have no material effect on the Company.



                                       19




Liquidity and Capital Resources



General


At January 31, 2021, we had cash and cash equivalents of $13.6 million and
working capital (current assets less current liabilities) of $13.2 million,
compared to $5.1 million and $3.9 million, respectively at July 31, 2020. We
expect that our cash and cash equivalents on hand and our cash flow from
operations will be sufficient to meet our anticipated cash requirements for the
twelve months period ending January 31, 2022. We also maintain a revolving line
of credit of up to $2.0 million and a foreign exchange contract facility of up
to $6.5 million with Western Alliance Bank, as discussed below in Financing
Activities.



The following tables present selected financial information for the six months ended January 31, 2021 and 2020:

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Financials (USD)
Sales 2021 18,9 M - -
Net income 2021 6,26 M - -
Net Debt 2021 - - -
P/E ratio 2021 34,1x
Yield 2021 -
Capitalization 218 M 218 M -
Capi. / Sales 2021 11,5x
Capi. / Sales 2022 10,0x
Nbr of Employees 52
Free-Float 81,3%
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Number of Analysts 1
Last Close Price 15,36 $
Average target price 25,00 $
Spread / Average Target 62,8%
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Managers and Directors
Jonathan Reich President & Chief Executive Officer
Yi Tsai Chief Financial Officer & Treasurer
Michael C. Jonas Executive Chairman
Mark Ghermezian Lead Independent Director
Elliot Gibber Independent Director
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