10-K
1
f10k2021_zedgeinc.htm
ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the Fiscal Year Ended July 31, 2021
or
☐ Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 1-37782
Zedge, Inc.
(Exact Name of Registrant as Specified in its Charter)
(Address of Principal Executive Offices) (Zip Code)
(330) 577-3424
(Registrant’s Telephone Number, Including
Area Code)
Title of each class Trading Symbol Name of each exchange on which registered
Class B common stock, par value $0.01 per share ZDGE NYSE American
Securities registered pursuant to Section 12(g)
of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting stock held
by non-affiliates of the registrant, based on the adjusted closing price on January 29, 2021 (the last business day of the registrant’s
most recently completed second fiscal quarter) of the Class B common stock of $7.27 per share, as reported on the New York Stock Exchange,
was approximately $80.1 million.
As of November 5, 2021, the registrant had outstanding 524,775 shares
of Class A common stock and 13,861,289 shares of Class B common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the registrant’s Annual
Meeting of Stockholders, to be held January 12, 2022, is incorporated by reference into Part III of this Form 10-K to the extent described
therein.
Index
Zedge, Inc.
TABLE OF CONTENTS
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 7
Item 2. Properties 26
Item 3. Legal Proceedings 26
Item 4. Mine Safety Disclosures 26
Item 6. Selected Financial Data. 28
Item 7A. Quantitative and Qualitative Disclosures about Market Risks. 39
Item 8. Financial Statements and Supplementary Data. 39
Item 9A. Controls and Procedures. 39
Item 9B. Other Information. 40
PART III 41
Item 11. Executive Compensation 41
Item 14. Principal Accounting Fees and Services 41
Item 15. Exhibits, Financial Statement Schedules. 42
SIGNATURES 44
i
PART I
As used in this Annual Report, unless the context otherwise requires,
the terms the “Company,” “Zedge,” “we,” “us,” and “our” refer to Zedge, Inc.,
a Delaware corporation, and its subsidiaries, collectively. Our fiscal year runs from August 1 through July 31. Each reference to a fiscal
year in this Annual Report refers to the fiscal year ending in the calendar year indicated (for example, fiscal 2021 refers to the fiscal
year ended July 31, 2021).
Item 1. Business
Company Overview
We own a portfolio of leading digital consumer brands that serve 43
million monthly active users across the globe. Our portfolio consists of Zedge Ringtones and Wallpapers, Shortz, and as of the beginning
of August of 2021 Emojipedia.
We operate a state-of-the-art digital publishing platform that powers
Zedge Ringtones and Wallpapers, available in the Google Play store and App Store, which offers an easy, entertaining and immersive way
for end-users to engage with our rich and diverse catalogue of wallpapers, video wallpapers, ringtones, notification sounds on Android
and wallpapers, video wallpapers, ringtones and custom icon packs on iOS. We secure our content from amateur and professional artists,
and also from emerging and major brands. Artists have the ability to easily launch a virtual storefront in our Zedge app where they can
market and sell their content to our user base. That same platform powers an entertainment app called “Shortz – Chat Stories
by Zedge”, which is focused on serialized, short-form, fiction stories, as a beta that runs on our publishing platform. Over the
past year, we have been expanding our content catalogue, started testing audio versions of a selected number of stories, materially improved
our ability to measure all types of engagement within the app, and invested a modest budget in paid user acquisition. Finally, in August
of 2021, we acquired Emojipedia, the leading source of all things emoji.
Our Zedge app has been installed approximately 511 million times, and
at July 31, 2021, boasted approximately 34 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 final 30 days 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 contains 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. At launch, Zedge
Premium was a “walled garden” – a separate section of the app which users needed to proactively choose to enter. In 2021,
we embedded Zedge Premium content throughout the app making it far more prominent. We also introduced a new content type on iOS: custom
icon packs. 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 Android users
the ability to convert into paying subscribers for, amongst other things, the ability to remove unsolicited advertisements from our Zedge
app. As of July 31, 2021, we had approximately 752,000 active paid subscribers. In fiscal 2022, we expect to launch subscriptions on iOS.
In December 2019, we completed the beta launch of ‘Shortz’
our new entertainment app offering serialized, short-form fiction rendered in a text-message format and more recently as audio productions
available across both Android and iOS, and focusing on users in the United States, the United Kingdom and Canada and it is now available
globally. New stories are added to the app each week, and as the content catalog expands, we are regularly improving content discovery
in order to guide users to the stories that will most interest them and improve engagement.
On August 1, 2021, we acquired Emojipedia, the world’s leading
authority dedicated to providing up to date and well-researched emoji definitions, information, and news as well as World Emoji Day and
the annual World Emoji Awards, and Emojitracker, which provides real time visualization of all emoji symbols used on Twitter. Emojipedia
receives approximately 50 million monthly page views and has approximately 9 million monthly active users of which approximately 50% are
located in well-developed markets. It is the top resource for all things emoji, offering insights into data and cultural trends. As a
voting member of the Unicode Consortium, the standards body responsible for approving new emojis, Emojipedia works alongside major emoji
creators including Apple, Google, Facebook and Twitter.
1
Over the past several years, our Zedge app has experienced a continuing
decline in its MAU 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 July 31, 2021, users in emerging markets represented 75% of our MAU compared to 70% 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
fourth quarter of fiscal 2021, users in emerging markets grew by 16.1% while users in well-developed economies declined 11.5% when compared
to the same period in fiscal 2020. As of July 31, 2021, approximately 42% of our Zedge app’s user base was located in North America
(20%) and Europe (including Eastern Europe, 22%), compared with 50% (North America, 24% and Europe 26%) as of July 31, 2020. The remaining
58% of the user base was primarily located in emerging markets with 25% located in India.
MAU growth is tightly coupled with new user growth. 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. In fiscal 2022, we expect to increase our paid user
acquisition spend while monitoring results to ensure that the investment is yielding a positive return on investment. 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. As of September 1, 2021, Gartner reported that
worldwide smartphone sales grew by 10.8% year over year in the second quarter of calendar year 2021 despite supply constraints relating
to COVID-19 component shortages and production disruptions; however, it is still unclear what the impact on user growth will be as vaccines
become more available globally and as precautions like social distancing start to wane. The pandemic and measures implement to promote
social distancing had a modest positive impact on user engagement.
During the quarter and fiscal year ended July 31, 2021, we generated
approximately 81% and 80%, 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 or taking a survey. Alternatively, users can buy Zedge Credits via an in-app
purchase. If a user purchases Zedge Credits, Google Play or App Store keeps up to 30% of the purchase price with the remainder 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 paid subscriptions to our Android
users which amongst other things removed unsolicited advertisements from 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
July 31, 2021, we had approximately 752,000 active subscribers, 90% of which had subscribed on an annual basis. Since inception in January
2019, subscriptions have generated approximately $6.7 million in gross revenue.
During fiscal 2021, we generated revenues of $19.6 million and an income
from operations of $7.8 million, compared to revenues of $9.5 million and a loss from operations of $0.4 million in fiscal 2020.
During fiscal 2021, advertisements from MoPub (owned by Twitter) represented
30% of our revenue, advertisements from Google represented 22% of our revenues and advertisements from Facebook represented 12% of our
revenues, as compared with 29%, 26% and 7%, respectively, during fiscal 2020.
2
Recent Developments
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 paid subscriptions which, amongst
other things, removed unsolicited advertisements from our Zedge app. As of July 31, 2021, we had approximately 752,000 active subscribers.
Our plans call for further optimizing the offer based on user type, geography and price point as well as value adds including content
bundles and rewards.
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.
On August 1, 2021. we acquired Emojipedia, the world’s leading
authority dedicated to providing up to date and well-researched emoji definitions, information, and news as well as World Emoji Day and
the annual World Emoji Awards, and Emojitracker, which provides real time visualization of all emoji symbols used on Twitter. Emojipedia
receives approximately 50 million monthly page views and has approximately 9 million monthly active users of which approximately 50% are
located in well-developed markets. It is the top resource for all things emoji, offering insights into data and cultural trends. As a
voting member of the Unicode Consortium, the standards body responsible for approving new emojis, Emojipedia works alongside major emoji
creators including Apple, Google, Facebook and Twitter.
Our Competitive Advantages
We believe that the following competitive strengths will drive the
growth of our business:
3
Competition
Our Zedge app faces competition across many different fronts including:
§ large user base;
§ large content catalogue;
§ proprietary recommendation engine; and
§ market ranking and longevity.
Our Strategy
We believe that mobile phone users enjoy personalizing their phones
with mobile personalization content. Our Zedge app provide consumers, globally, with a rich array of high-quality personalization content
used to express their essence, individuality, and voice in an easy, entertaining and immersive fashion. Professional artists, individual
creators and brands turn to our Zedge platform for marketing and distributing their content to our consumers. Our Zedge app currently
offers a rich and diverse catalogue of wallpapers, video wallpapers, ringtones, notification sounds on Android and wallpapers, video wallpapers,
app icons and ringtones, on iOS. In the future, we may offer new content verticals and enhanced features in our Zedge app.
To date, our Zedge app has been installed approximately 511 million
times as of July 31, 2021 and has consistently ranked in the top free apps in the Google Play store in the United States. The overwhelming
majority of our Zedge app’s downloads have been organic in nature without our investing in paid user-acquisition campaigns. Our
Zedge app continues to serve as a low-cost user acquisition channel.
Our vision calls for utilizing our Zedge app’s digital publishing
platform to not only continue being one of the world’s leading mobile personalization content apps but to also use this platform
to publish new stand-alone apps that extend our value proposition in entertainment and possibly other verticals. We have engineered the
platform to support an array of digital content enabling us to launch new apps with relative ease and speed. We want to capitalize on
our Zedge app’s existing large install base as well as organic search traffic across the web and in the app stores as a low-cost
user acquisition channel for these new entertainment apps. Our goal is to ensure that these new apps are equally valuable and viable across
both Android and iOS.
4
If we execute our vision, we would build a network of apps which can
be used for cross-promotional purposes. We identified the entertainment market as our focal point for new apps because we believe that
apps in that market:
In fiscal 2020 we introduced the “Shortz – Chat Stories
by Zedge” app, as a beta. It is our first foray in the entertainment vertical and is dedicated to offering “Chat Stories,”
which are serialized, short-form fiction rendered in a text-message format and more recently as mini-podcasts.
Our Zedge app’s strong position as a leading platform for personalization
content that consumers use to express their essence, individuality, and voice in an easy, entertaining and immersive fashion remains critical
to our business. In order to maintain this position, we are concentrating our efforts on the following goals:
§ studying its users’ needs and enhancing our app to meet those needs;
§ expanding our Zedge app’s reach by collaborating with strategic partners.
5
Our History
In 2003, Tom Arnoy, Kenneth Sundnes and Paul Shaw launched a consumer
website at www.zedge.net that people used to upload and download ringtones.
In December 2006, IDT Corporation acquired 90% of Zedge. Zedge Holdings,
Inc. was incorporated in Delaware in 2008, and our name was changed to Zedge, Inc. in 2016.
In 2009, we introduced the Android version of our Zedge app. The Zedge
app provided ease-of-use by negating the need for customers to first download a ringtone or wallpaper to their computer and then upload
that content to their mobile phone.
We launched the iOS version of our Zedge app in 2013, followed by launch
of the Windows Mobile Zedge app in 2014.
During 2014 and 2015, our Zedge app introduced app icons, social sharing
features and marketing automation capabilities, and expanded the number of languages supported.
In 2016, IDT Corporation spun off our stock to its stockholders, and
our Class B Common Stock was listed on the NYSE American with the ticker symbol “ZDGE”.
In March 2018, we completed the launch of Zedge Premium, our marketplace
that is part of the Zedge app where artists and brands can market, distribute and sell to our users their digital content, including wallpapers,
ringtones, video wallpapers and stickers.
In January 2019, we started testing a subscription-based product on
the Android version of our Zedge app, whereby users could prepay a monthly or yearly fee to remove unsolicited ads when using our Zedge
app. As of July 31, 2021, we had approximately 752,000 active paid subscribers.
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.
In August 2020, Jonathan Reich was promoted to Chief Executive Officer
and Yi Tsai was promoted to Chief Financial Officer.
On August 1, 2021, we acquired Emojipedia, the world’s leading
authority dedicated to providing up-to-date and well-researched emoji definitions, information, and news as well as World Emoji Day and
the annual World Emoji Awards, and Emojitracker, which provides real time visualization of all emoji symbols used on Twitter.
6
Our Technology
Our Zedge app is powered by a scalable distributed platform that is
comprised of both open source and proprietary technologies centered on content management and discovery, web and app development, data
mining and analytics, deep learning, mobile content/device compatibility, advertising and reporting. We have built a robust platform that
allows us to ideate, test, and launch where warranted by the outcome and we have embraced machine learning throughout our technology stack
in order to improve content recommendations and relevancy. From an end user’s perspective, our Zedge app’s platform minimizes
response latency while maximizing content relevancy and discoverability. We optimize our platform by utilizing systems, algorithms and
heuristics that organize our Zedge app’s content based upon real user data and that renders the content in a relevant fashion. Our
infrastructure provides a fully redundant production environment in a cloud-hosted, virtual-server environment.
Intellectual Property
Our trademarks, copyrights, domain names, proprietary technology, knowhow
and other intellectual property are vital to our success. We seek to protect our intellectual property rights by relying on federal, state
and common law rights in the United States and other countries, as well as contractual restrictions. We enter into confidentiality and
nondisclosure agreements with our employees and business partners. The agreements we enter into with our employees also provide that all
software, inventions, developments, works of authorship and trade secrets created by them during the course of their employment are our
property.
We have been granted trademark protection for “Zedge” in
the United States, European Union, United Kingdom, India and Canada and for “Tonesync” in the European Union and the United
Kingdom, and “We Make Phones Personal” and “Shortz – Chat Stories by Zedge” in the United States. We also
have applied for trademark protection for “Tattoo your phone” and “Zedge, Everything You” in the United States,
and have obtained a copyright registration for our flagship app, Zedge. In addition, we have registered, amongst others, the following
domain names: www.zedge.net and www.zedge.com.
On August 1, 2021, we acquired Emojipedia. As part of this acquisition,
we acquired trademark registrations for “Emojipedia” in the United States, the European Union, the United Kingdom, China and
Australia, and trademark registrations for “World Emoji Day” in the United States and United Kingdom. We also acquired the
following domain name registrations: www.emojipedia.com and www.emojipedia.org.
Employees
As of July 31, 2021, we had 51 full-time and 2 part-time employees.
Facilities
As a result of the COVID-19 pandemic we ceased having a physical office
in the United States in 2020. Yet, we still address commercial operations including accounting and finance, and business development from
the New York area. In 2021, we moved into a smaller Trondheim, Norway facility, with approximately 3,800 square feet of space, accommodates
our product, design and technology teams and is under lease through March 2024. We also lease a satellite development center in Vilnius,
Lithuania. Our servers are hosted in leased data centers in different geographic locations in the United States.
Item 1A. Risk Factors
Our business, operating results or financial condition could be
materially adversely affected by any of the following risks associated with any one of our businesses, as well as the other risks highlighted
elsewhere in this document, particularly the discussions about competition. The trading price of our Class B common stock could decline
due to any of these risks.
If our digital brands including our Zedge app and Emojipedia
fail to attract advertisers or if its advertisers reduce their spending with us, our revenues, profitability and prospects may be materially
and adversely affected.
In fiscal 2021, approximately 80% of our revenues were generated from
our Zedge app selling advertising inventory. We anticipate that our growth and profitability will continue to depend on our ability to
sell our advertising inventory. Companies that advertise with us may choose to utilize other advertising channels or may reduce or eliminate
their marketing altogether for a variety of reasons, many of which are out of our control, including, without limitation, if the demand
for mobile phone personalization industry declines or otherwise falls out of favor with advertisers or consumers.
If the size of the digital advertising market does not increase from
current levels, or if our Zedge app and/or Emojipedia website are unable to capture and retain a sufficient share of that market, our
ability to maintain or increase our current level of advertising revenues and our revenues, profitability and prospects could be materially
and adversely affected.
7
The digital advertising market may deteriorate or develop more
slowly than expected, which could materially harm our business and results of operations.
We generate substantial majority of our revenue from our Zedge app
and from our Emojipedia website selling advertising inventory. We anticipate that our growth and profitability will continue to depend
on our ability to sell advertising inventory across our digital brands.
Mobile connected devices, especially smartphones, are a relatively
new advertising medium. Advertisers have historically spent a smaller portion of their advertising budgets on mobile media as compared
to traditional advertising methods, such as television, newspapers, radio and billboards, or online advertising over the internet, such
as placing banner ads on websites.
Future demand and market acceptance for mobile advertising is uncertain.
Many advertisers still have limited experience with mobile advertising and may continue to devote larger portions of their advertising
budgets to more traditional offline or online personal computer-based advertising, instead of shifting additional advertising resources
to mobile advertising.
Further, our advertisers’ ability to effectively target their
advertising to our user’s interests may be negatively impacted by the degree to which our privacy control measures that we have
implemented or may implement in the future in connection with regulations, regulatory actions, the user experience, or otherwise, and
our advertising revenue may decrease or otherwise be curtailed as a result. Changes to operating systems’ practices and policies,
such as Apple’s deprecating the Identifier for Advertisers (“IDFA”) and Google’s expected deprecation of “tracking
cookies” may also reduce the quantity and quality of the data and metrics that can be collected or used by us and our partners.
These limitations may adversely affect our advertisers’ ability to effectively target advertisements and measure their performance,
which could reduce the demand and pricing for our advertising products and harm our business. As such, our digital property’s current
and potential advertiser clients may ultimately find digital advertising to be less effective than traditional advertising media or marketing
methods or other technologies for promoting their products and services, and they may even reduce their spending on mobile advertising
from current levels as a result or for other reasons.
If the market for mobile advertising deteriorates, or develops more
slowly than we expect, we may not be able to increase our revenues or our revenues and profitability could decline materially.
We may not be successful in diversifying our revenue mix to
reduce our significant dependence on third-party advertisers.
In fiscal 2021, approximately 80% of our revenues were generated from
our Zedge app selling advertising inventory. We cannot assure you that we will be successful in diversifying our revenue mix by identifying
new revenue drivers that complement our advertising-heavy business. Although we have had initial success in converting freemium users
into paid subscribers, starting with zero in January 2019 and ending fiscal 2021 with approximately 752,000, there is no guarantee that
we will continue growing at this pace or how many of our current subscribers will remain as paying subscribers. To date, Zedge Premium
has taken longer to scale than we originally anticipated, and we have not experienced the success that we anticipated by selling print-on-demand
merchandise which sells at a higher price unit price than the other digital goods that we offer. We previously thought that certain marketers
would embrace our platform as a critical distribution medium enabling us to secure a recurring set of advertisers willing to pay for sponsorships,
but this has not yet occurred and may not occur. Finally, Android users are prone to spend less money in apps than iOS users. Even if
our new initiatives are successful with our Android users, we may not able to replicate that success on iOS, especially since we have
fewer iOS users.
Our revenues may fluctuate materially due to increases and decreases
of new mobile device sales, over which we have no control.
Our revenue may be materially negatively impacted by a decrease or
slowdown in new mobile device sales. Demand for mobile devices correlates to installs of the Zedge app and associated usage and revenue
generation.
Initially the COVID-19 pandemic has negatively impacted our Zedge app’s
new user growth. New smartphone sales suffered as a result of retail business closures, negatively impacting new user growth, especially
in well-developed markets. Assuming the retail business rebounds from the COVID-19 pandemic, we expect that our Zedge app’s new
user growth will also recover and we will benefit accordingly but there can no assurance of such rebound or new user growth.
If new mobile device sales decrease or slowdown, our Zedge app will
experience fewer installations which will negatively impact our revenue and operations.
8
If mobile connected devices, their operating systems or content
distribution channels develop in ways that violate policies of Google Play or the App Store, prevent users from downloading our Zedge
app or block advertising from being delivered to our Zedge app’s users, our ability to grow our revenues, profitability and prospects
may be materially and adversely affected.
Our business model depends upon the continued compatibility between
our Zedge app and the major mobile operating systems. Third parties with whom we do not have any formal relationships control the design
of mobile devices and operating systems. These parties frequently introduce new devices, and from time to time they may introduce new
operating systems or modify existing ones. Network carriers, including but not limited to Verizon, AT&T or T-Mobile, may also impact
the ability to download apps or access specified content on mobile devices.
We rely upon third-party distribution platforms, including the Google
Play store and Apple’s App Store, for distribution of our Zedge app. The Google Play store and Apple’s App Store are global
application distribution platforms and the main distribution channels for our Zedge app. As such, the promotion, distribution and operation
of our Zedge app are subject to the respective distribution platforms’ standard terms and policies for application developers, which
are very broad and subject to frequent changes and interpretation. Furthermore, the distribution platforms may not enforce their standard
terms and policies for application developers consistently and uniformly across all applications and with all publishers.
For example, in September 2019, our Zedge app was temporarily removed
from Google Play because they asserted that the Zedge app violated their malicious behavior policy. As a result, prospective Android users
were prevented from installing our Zedge app, freemium users were unable to convert into paying subscribers and existing users we unable
to purchase Zedge Credits. Shortly after the notice was issued, two of our major advertising suppliers ceased serving advertisements to
our Zedge app. In addition, Google Play sent a notification to users that had the problematic version of the app on their phone recommending
that they uninstall it. We identified the source of the problem as buggy code from a long-term, third-party advertising partner’s
standard technology integration in our app. We corrected the problem by removing the offensive code, releasing a new version of our app
and our Zedge app was reinstated after approximately 72 hours and concurrently the two major advertising suppliers resumed purchasing
our advertising inventory. We estimate the immediate financial impact of the suspension resulted in approximately $100,000 in lost revenue
and a material decline in MAU with the majority of uninstalls in emerging markets.
In addition, if any of these providers were to limit or disable advertising
on their platforms, devices or operating systems, either because of technological constraints or because a maker of these devices, developer
of these operating systems or owner of these distribution platforms wished to impair our ability to serve ads on them, our Zedge app’s
ability to generate revenues could be significantly harmed. Also, technologies may be developed that can block the display of our Zedge
app’s ads. Most of our revenues are derived from fees paid to us by our Zedge app’s advertisers in connection with the display
of ads. As a result, ad-blocking technology could materially adversely affect our business, revenues and profitability.
Certain material functions related to our business depend on
a single supplier to carry out our business, and the inability to do business with this supplier could have a materially adverse effect
on our business and financial results.
We depend on Google and its affiliated companies for multiple material
functions related to our business, including advertising on our Zedge app and certain cloud services, and we expect to expand the services
provided by Google in fiscal 2022. If the services of Google that we depend on were unavailable, or available only in decreased capacity
or at less advantageous terms, this could result in interruptions to our ability to provide certain services, could cause reduction in
service and/or quality as the function is transitioned to an alternate provider, if an alternate provider is available, or could increase
our cost, which we may not be able to pass along to customers. Accordingly, any of these events could materially and negatively impact
our business, our revenues, our profits, and our relationships with customers.
If technologies designed to block the display of advertisements
or if in the future web browsers limit or block behavioral targeting technologies. our revenues may be adversely affected.
Our apps and Emojipedia may suffer negative consequences, including
a material reduction of revenue, with mass adoption of website ad blocking technologies or other technologies that limit the ability to
personalize advertisements, including, without limitation, if the price for this advertising inventory declines.
Although we had positive cash flow from operating activities
and net earnings in fiscal 2021, we had previously incurred, and may once again incur, net losses and experience negative cash flow from
operating activities in the future and may not be able to obtain additional capital in a timely manner or on acceptable terms, or at all.
Our net income in fiscal 2021 was $8.2 million compared to net loss
of $0.6 million in and fiscal 2020. Our ability to maintain profitability and positive cash flow from operating activities depends on
various factors, including but not limited to, the acceptance of our products and services by mobile phone and internet users, the growth
and maintenance of our user base, our ability to maintain existing and obtain new advertisers, our ability to grow our revenues, the success
of Zedge Premium and paid subscriptions, and the effectiveness of our new product initiatives, selling and marketing activities as well
as control our costs and expenses. We may not be able to sustain profitability or positive cash flow from operating activities, and any
such positive cash flow may not be sufficient to satisfy our anticipated capital expenditures and other cash needs. As such, we may not
be able to fund our operating expenses and expenditures out of cash flows, which would require us to utilize debt or equity financing
which we may not be able to secure or which we may only secure on terms that are not favorable, which, which may result in significant
dilution or voluntary or involuntary dissolution or liquidation proceeding of us and a total loss of your investment.
9
Our limited operating history makes it difficult to evaluate
our business and prospects and may increase your investment risk.
We have only a limited operating history upon which you can evaluate
our business and prospects. Although we experienced impressive year-over-year revenue growth of 107% in fiscal 2021 our growth in fiscal
2020 was moderate and even declined in fiscal 2019. As part of the nascent mobile advertising industry, we will encounter risks and difficulties
frequently encountered by early-stage companies in rapidly evolving industries, including the need to:
§ offer competitive pricing to both advertisers and developers;
§ identify, attract, retain and motivate qualified personnel; and
§ manage our expanding operations.
If we do not successfully address any or all of these risks, our business,
revenues and profitability could be materially adversely affected.
If we fail to maintain and enhance our various brands, or if
we incur excessive expenses in this effort, our business, results of operations and prospects may be materially and adversely affected.
We believe that maintaining and enhancing our brand and reputation
important to the success of our business. Historically, we have not made material investments in this effort. We believe that a well-recognized
and respected brand is important to increasing the number of users and enhancing our attractiveness to advertisers and business partners.
Brand recognition and enhancement may directly affect our ability to maintain our market position.
Many factors, some of which are beyond our control, are important to
maintaining and enhancing our various brands and may negatively impact our brand and reputation if not properly managed, such as our ability
to:
§ distinguish it from the competition and maintain this distinction.
In the future, we may conduct various marketing and brand promotion
activities to expand our brand. Some of these may require material investment. We cannot assure you, however, that these activities will
be successful or that we will be able to achieve the brand promotion effect we expect. In addition, any negative publicity in relation
to our mobile internet products, websites or services could harm our brand and reputation.
10
We have received, and expect to continue to receive, complaints from
users regarding the quality of our products and services. If our users’ complaints are not addressed to their satisfaction, our
reputation and our market position could be significantly harmed, which may materially and adversely affect our business, revenues and
profitability.
We may not be able to continually meet our users’ demands
and retain or expand our user base, and our revenues, profitability and prospects may be materially and adversely affected.
Although we constantly monitor and research our users’ demands,
we may be unable to meet them on an ongoing basis or anticipate future user needs. A decrease in the number of users engaging with our
products and services may have a material and adverse effect on our ability to sell advertising and on our business, financial condition
and results of operations. In order to attract and retain users and remain competitive, we must continue to innovate our products and
services, improve user experience, and implement new technologies and functionalities.
The internet business is characterized by constant changes, including
but not limited to rapid technological evolution, continual shifts in user demands, frequent introductions of new products and services
and constant emergence of new industry standards and practices. As a result, our Zedge users may leave us for our competitors’ products
and services more quickly than in other sectors. Thus, our success will depend, in part, on our ability to respond to these changes in
a timely and cost-effective basis, including improving and marketing our existing products and services and developing and pricing new
products and services in response to evolving user needs. Our ability to successfully retain or expand our user base will depend on our
ability to achieve the following, among others:
§ attract and retain writers and actors for Shortz;
We cannot assure you that our existing products and services, including
our Zedge app and Emojipedia, will remain sufficiently popular with our users. We may be unsuccessful in adding compelling new enhancements;
products and services to further diversify these product offerings. Unexpected technical, commercial or operational problems could delay
or prevent the introduction of one or more of our new products or services to our users. Moreover, we cannot be sure that any of our new
products and services, including Zedge Premium, our subscription offering, Shortz or Emojipedia, will achieve widespread market acceptance
or generate incremental revenue the way our existing Zedge app’s products and services have. If we fail to continue to achieve sufficient
user satisfaction through our products or services or if our products and services fail to meet our expectation to maintain and expand
our user base, our business, results of operations and financial condition will be materially and adversely affected.
Our marketplace for premium content, called Zedge Premium, may
not yield the strategic goals and objectives that we envision, and our revenues, profitability and prospects may be materially and adversely
negatively affected.
Our marketplace where we charge our users for premium content in our
Zedge app is called Zedge Premium. Although we believe that Zedge Premium will act as an important driver in helping our Zedge app become
a leading platform for professional artists, individual creators and brands looking to distribute their work to consumers looking for
an easy, entertaining and unique way to express their voice, individuality and essence, it’s premature to conclude this as being
the case.
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Zedge Premium’s gross transaction revenue has been growing slowly,
but it is still too early to state with conviction that Zedge Premium will have a materially positive impact on our business. In order
to do so, we still need, among other things, to:
If Zedge Premium fails to yield the strategic goals and objectives
that we envision, our business, results of operations and financial condition will be materially and adversely affected.
Our Zedge app’s user base is heavily weighted to the Android
operating system and our revenues and profitability may suffer if the market demand for Android smartphones decreases.
Our Zedge app’s user base is heavily weighted to smartphones
running the Android operating system, which constituted approximately 96% of its MAU as of July 31, 2021, and most of our revenues for
fiscal 2021. Any significant downturn in the overall demand for Android smartphones or the use of Android smartphones could significantly
and adversely affect the demand for our Zedge app and would materially affect our revenues.
Although the Android smartphone market has grown rapidly in recent
years, it is uncertain whether the Android smartphone market will continue growing at a similar rate in the future. In addition, due to
the constantly evolving nature of the smartphone industry, another operating system for smartphones may eclipse the Android operating
system and result in a decline in its popularity, which would likely adversely affect our Zedge app’s popularity. To the extent
that our Zedge app continues to be operated on Android smartphones and to the extent that our future revenues substantially depend on
the use and sales of Android smartphones, our business and financial results would be vulnerable to any downturns in the Android smartphone
market.
We may not be able to effectively manage our growth or implement
our future business strategies, in which case our business and results of operations may be materially and adversely affected.
Our continued success depends on our ability to grow each of the properties
in our brand portfolio.
We may not be capable of growing our Zedge apps organically, attract
new artists and establish cooperation with strategic partners. Our Zedge app has experienced periods of rapid growth and expansion that
has placed, and continues to place, significant strain on our management and resources. We cannot assure you that these periods will recur
or be sustainable. We believe that continued growth of our Zedge app will depend on our ability to develop and enhance its products and
services, attract new artists and individual creators, grow its user base, retain existing users, continue developing innovative technologies
in response to user demand, increase brand awareness through marketing and promotional activities, react to changes in market trends,
expand into new market segments, attract new advertisers, retain existing advertisers and take advantage of the growth in the relevant
markets. We cannot assure you that our Zedge app will achieve any or all of the above.
We may not be successful in increasing the number of users that engage
with Emojipedia, maintain our relationship with various content partners like Google, Twitter and Apple or sustain our high rankings with
the leading search engines including Google. We believe the Emojipedia’s continued success depends on our ability to invest in product
initiatives like localization, provide newsworthy and value-added information and capture the changes that are taking place in the industry
in a timely fashion. In the event that we are not successful in some or all of these areas we may not be able to retain our customers
and advertisers.
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We may need to invest in paid user acquisition in order to grow our
Zedge’s customer base. However, we may not be able to secure new users at scale with a positive return on investment. Even if we
can secure new profitable customers these new customers may be seasonal and/or unsustainable.
To manage our Zedge app’s growth and for us to attain and maintain
profitability, we will also need to further expand, train, manage and motivate our workforce and manage our relationships with users,
consultants, business partners and advertisers. We anticipate that we will need to implement a variety of enhanced and upgraded operational
and financial systems, procedures and controls, including the improvement of our accounting and other internal management systems. All
of these endeavors involve risks and will require substantial management efforts and skills and additional expenditures.
Our Zedge app and Emojipedia currently enjoy a global customer base.
This geographic diversification may raise the level of difficulty in managing their future growth and profitability. We cannot assure
you that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations. In addition,
we cannot assure you that we will be able to effectively manage our growth or implement our future business strategies effectively, and
failure to do so may materially and adversely affect our business and results of operations.
During the past five years, we have experienced a shift in our Zedge
app’s regional customer make-up with MAU increasing in the emerging markets and decreasing in the well-developed markets. In fiscal
2021, our Zedge app’s users in the emerging markets grew by 16.1% while its users in the well-developed regions declined 11.5% when
compared to fiscal 2020. India comprised 25% of our MAU as of July 31, 2021. This shift has negatively impacted revenues because the well-developed
markets command materially higher advertising rates when compared to those in the emerging markets. Although we are investing in reversing
this trend, we may not be successful in this effort which may result in lower revenues and profitability.
Our products may contain errors, flaws or failures that may only become
apparent after their release, especially in updates to our Zedge app. From time to time, we receive user feedback in connection with errors,
flaws or failures and such errors, flaws or failures may also come to our attention during our internal testing process. We generally
have been able to resolve such errors, flaws or failures in a timely manner, but we cannot assure you that we will be able to detect and
resolve all of them effectively or in a timely manner. Errors, flaws or failures in our services and products, including our Zedge app,
may adversely affect user experience and cause our users to stop using our services and products, which could materially and adversely
affect our business and results of operations.
We may not be able to convert freemium users into paying subscribers
or maintain paying subscribers for more than a year.
Much of our growth in our Zedge’s app’s MAU since January
2019 is attributable to offering a paid subscription option which is weighted to securing annual prepaid subscriptions. In addition, approximately,
45% of annual subscribers have renewed their subscription for a second year while approximately 60% of those subscribers have renewed
their subscription for a third year. Depending on the success of our product, the evolution of subscriptions and items beyond our control
users may opt not to convert into paying subscribers and/or paying subscribers may choose not to renew their subscriptions. Either of
these would adversely impact the business. During the second half of fiscal 2021, active subscription numbers were flat as new subscriptions
were offset by cancellations during the period. This trend may continue into future periods.
We do not have long-term agreements with our advertisers, and
we may be unable to retain existing advertisers, attract new advertisers or replace departing advertisers with advertisers that can provide
comparable revenues to us, in which case our business and results of operations may be materially and adversely affected.
In fiscal 2021, approximately 80% of our revenues were generated from
our Zedge app selling advertising inventory. We anticipate that our growth and profitability will continue to depend on our ability to
effectively sell and optimize our advertising inventory. Our success requires us to maintain and expand our current advertiser relationships
and to develop new relationships.
Our contracts with our Zedge app’s and Emojipedia’s advertising
partners generally do not include long-term obligations requiring them to purchase our inventory and are cancelable upon short or no notice
and without penalty. Furthermore, the majority of our advertisers buy our inventory via third-party platforms and bidding exchanges that
own the relationship with the advertiser. As a result, we may have limited visibility as to our future advertising revenue streams.
We cannot assure you that advertisers will continue to purchase our
inventory, or that we will be able to replace, in a timely or effective manner, departing advertisers with new advertisers that generate
comparable revenue. If one or more major advertisers representing a significant portion of our business decide to materially reduce its
advertising spend with us or cease purchasing our Zedge app’s advertising inventory, our revenues and profitability could be significantly
reduced.
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Furthermore, MoPub, a fully owned division of Twitter, has been our
ad mediation platform for the past ten years and is in the process of being purchased by AppLovin a provider of advanced tools for mobile
app developers to grow their businesses by automating and optimizing the marketing and monetization of their apps. In the event that this
transaction closes it is possible that MoPub’s mediation platform will be deprecated requiring us to migrate to a different mediation
platform. This will not only require resource and time investment, which may slow down are ability to deliver other product initiatives
but may also negatively impact the demand for and pricing of our advertising inventory.
Our products face competition in all aspects of its business.
If our Zedge app fails to compete effectively or if its reputation is damaged, our business, financial condition and results of operations
may be materially and adversely affected.
Although our Zedge app is currently a leading platform for smartphone