Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | May 24, 2022 | Sep. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Current Fiscal Year End Date | --03-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 001-35958 | ||
Entity Registrant Name | DIGITAL TURBINE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 22-2267658 | ||
Entity Address, Address Line One | 110 San Antonio Street, | ||
Entity Address, Address Line Two | Suite 160, | ||
Entity Address, City or Town | Austin, | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78701 | ||
City Area Code | (512) | ||
Local Phone Number | 387-7717 | ||
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | ||
Trading Symbol | APPS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0000317788 | ||
Amendment Flag | false | ||
Entity Public Float | $ 6,379,846,481 | ||
Entity Common Stock, Shares Outstanding | 98,394,091 | ||
Documents Incorporated by Reference | The Company’s definitive Proxy Statement for the Annual Meeting of Stockholders or amendments to Form 10-K, which the registrant will file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report, is incorporated by reference in Part III of this Form 10-K to the extent stated herein. |
Audit Information
Audit Information | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2020 | |
Audit Information [Abstract] | ||
Auditor Name | GRANT THORNTON LLP | SingerLewak LLP |
Auditor Location | Dallas, Texas | Los Angeles, California |
Auditor Firm ID | 248 | 367 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets | ||
Cash | $ 126,768 | $ 30,778 |
Restricted cash | 394 | 340 |
Accounts receivable, net | 263,139 | 61,985 |
Prepaid expenses and other current assets | 20,570 | 4,282 |
Total current assets | 410,871 | 97,385 |
Property and equipment, net | 31,086 | 13,050 |
Right-of-use assets | 15,439 | 3,495 |
Intangible assets, net | 440,589 | 53,300 |
Goodwill | 559,792 | 80,176 |
Deferred tax assets, net | 0 | 12,963 |
Other non-current assets | 732 | 0 |
TOTAL ASSETS | 1,458,509 | 260,369 |
Current liabilities | ||
Accounts payable | 167,858 | 34,953 |
Accrued license fees and revenue share | 95,170 | 46,196 |
Accrued compensation | 28,775 | 9,817 |
Acquisition purchase price liabilities | 50,000 | 0 |
Short-term debt | 12,500 | 14,557 |
Other current liabilities | 30,960 | 5,626 |
Total current liabilities | 385,263 | 111,149 |
Long-term debt, net of debt issuance costs | 520,785 | 0 |
Deferred tax liabilities, net | 19,976 | 0 |
Other non-current liabilities | 16,270 | 4,108 |
Total liabilities | 942,294 | 115,257 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock | 100 | 100 |
Common stock | 10 | 10 |
Additional paid-in capital | 745,661 | 373,310 |
Treasury stock (758,125 shares at March 31, 2022 and March 31, 2021) | (71) | (71) |
Accumulated other comprehensive loss | (39,341) | (903) |
Accumulated deficit | (191,788) | (227,334) |
Total stockholders' equity | 514,571 | 145,112 |
Non-controlling interest | 1,644 | 0 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,458,509 | $ 260,369 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series A convertible preferred stock, shares issued | 100,000 | 100,000 |
Series A convertible preferred stock, shares outstanding | 100,000 | 100,000 |
Series A convertible preferred stock, liquidation preference | $ 1 | $ 1 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 97,921,826 | 90,685,553 |
Common stock, shares outstanding | 97,163,701 | 89,949,847 |
Treasury stock (in shares) | 758,125 | 758,125 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income / (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | |||
Net revenue | $ 747,596 | $ 313,579 | $ 138,715 |
Costs of revenue and operating expenses | |||
License fees and revenue share | 370,648 | 178,649 | 83,588 |
Other direct costs of revenue | 29,838 | 2,358 | 1,454 |
Product development | 52,723 | 20,119 | 12,018 |
Sales and marketing | 63,309 | 19,304 | 11,244 |
General and administrative | 138,837 | 33,940 | 17,199 |
Total costs of revenue and operating expenses | 655,355 | 254,370 | 125,503 |
Income from continuing operations | 92,241 | 59,209 | 13,212 |
Interest and other income / (expense), net | |||
Change in fair value of contingent consideration | (41,087) | (15,751) | 0 |
Interest income / (expense), net | (8,495) | (1,003) | 41 |
Foreign exchange transaction gain | 2,062 | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | (9,580) |
Loss on extinguishment of debt | 0 | (452) | 0 |
Other income / (expense), net | (749) | (146) | 232 |
Total interest and other income / (expense), net | (48,269) | (17,352) | (9,307) |
Income from continuing operations before income taxes | 43,972 | 41,857 | 3,905 |
Income tax provision / (benefit) | 8,403 | (13,027) | (10,375) |
Income from continuing operations, net of taxes | 35,569 | 54,884 | 14,280 |
Loss from discontinued operations | 0 | 0 | (380) |
Loss from discontinued operations, net of taxes | 0 | 0 | (380) |
Net income | 35,569 | 54,884 | 13,900 |
Less: net income attributable to non-controlling interest | 23 | 0 | 0 |
Net income attributable to Digital Turbine, Inc. | 35,546 | 54,884 | 13,900 |
Other comprehensive loss | |||
Foreign currency translation adjustment | (39,395) | (312) | (235) |
Comprehensive income / (loss) | (3,826) | 54,572 | 13,665 |
Less: comprehensive loss attributable to non-controlling interest | (934) | 0 | 0 |
Comprehensive income / (loss) attributable to Digital Turbine, Inc. | $ (2,892) | $ 54,572 | $ 13,665 |
Net income per common share | |||
Basic (in dollars per share) | $ 0.37 | $ 0.62 | $ 0.17 |
Diluted (in dollars per share) | $ 0.35 | $ 0.57 | $ 0.16 |
Weighted-average common shares outstanding | |||
Basic (in shares) | 95,198 | 88,514 | 84,594 |
Diluted (in shares) | 102,640 | 96,151 | 89,558 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Non-Controlling Interest |
Beginning balance (in shares) at Mar. 31, 2019 | 81,460,724 | 100,000 | 758,125 | |||||
Beginning balance at Mar. 31, 2019 | $ 36,358 | $ 10 | $ 100 | $ (71) | $ 332,793 | $ (356) | $ (296,118) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 13,900 | 13,900 | ||||||
Foreign currency translation | (235) | (235) | ||||||
Settlement of derivative liability | 17,588 | 17,588 | ||||||
Stock-based compensation expense | 3,353 | 3,353 | ||||||
Shares issued: | ||||||||
Exercise of stock options (in shares) | 2,279,266 | |||||||
Exercise of stock options | 3,865 | 3,865 | ||||||
Vesting of restricted and performance stock units (in shares) | 123,943 | |||||||
Exercise of warrants (in shares) | 3,283,090 | |||||||
Exercise of warrants | 2,625 | 2,625 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 87,147,023 | 100,000 | 758,125 | |||||
Ending balance at Mar. 31, 2020 | 77,454 | $ 10 | $ 100 | $ (71) | 360,224 | (591) | (282,218) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 54,884 | 54,884 | ||||||
Foreign currency translation | (312) | (312) | ||||||
Stock-based compensation expense | 5,877 | 5,877 | ||||||
Shares issued: | ||||||||
Exercise of stock options (in shares) | 2,506,383 | |||||||
Exercise of stock options | 7,209 | 7,209 | ||||||
Vesting of restricted and performance stock units (in shares) | 136,680 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 89,790,086 | 100,000 | 758,125 | |||||
Ending balance at Mar. 31, 2021 | 145,112 | $ 10 | $ 100 | $ (71) | 373,310 | (903) | (227,334) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 35,569 | 35,546 | 23 | |||||
Foreign currency translation | (39,395) | (38,438) | (957) | |||||
Stock-based compensation expense | $ 19,970 | 19,970 | ||||||
Shares issued: | ||||||||
Exercise of stock options (in shares) | 1,312,460 | 1,311,098 | ||||||
Exercise of stock options | $ 4,300 | 4,300 | ||||||
Vesting of restricted and performance stock units (in shares) | 287,218 | |||||||
Shares for acquisition of Fyber (in shares) | 5,775,299 | |||||||
Shares for acquisition of Fyber | 356,686 | 356,686 | ||||||
Acquisition of non-controlling interests in Fyber | 2,578 | 2,578 | ||||||
Payment of withholding taxes related to the net share settlement of equity awards | (8,605) | (8,605) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 97,163,701 | 100,000 | 758,125 | |||||
Ending balance at Mar. 31, 2022 | $ 516,215 | $ 10 | $ 100 | $ (71) | $ 745,661 | $ (39,341) | $ (191,788) | $ 1,644 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | |||
Net income from continuing operations, net of taxes | $ 35,569 | $ 54,884 | $ 14,280 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 57,452 | 7,114 | 2,342 |
Non-cash interest expense | 715 | 94 | 6 |
Loss on extinguishment of debt | 0 | 255 | 0 |
Stock-based compensation expense | 19,304 | 5,877 | 3,353 |
Foreign exchange transaction (gain) / loss | (2,062) | 0 | 0 |
Change in fair value of warrant liability | 0 | 0 | 9,580 |
Change in estimate of remaining contingent consideration | 41,087 | 15,751 | 0 |
Payment of contingent consideration in excess of amount capitalized at acquisition | 0 | (15,751) | 0 |
Right-of-use asset | 6,043 | 742 | (1,858) |
Deferred income taxes | (3,981) | (12,952) | 40 |
(Increase) / decrease in assets: | |||
Accounts receivable, gross | (73,656) | (25,378) | (2,431) |
Allowance for credit losses | 1,097 | 1,424 | 2,866 |
Prepaid expenses and other current assets | (3,204) | (586) | (747) |
Other non-current assets | 283 | 0 | 0 |
Increase / (decrease) in liabilities: | |||
Accounts payable | 31,762 | (1,897) | 16,168 |
Accrued license fees and revenue share | 14,566 | 26,408 | (3,630) |
Accrued compensation | (43,907) | 5,224 | 1,661 |
Other current liabilities | 9,634 | 2,721 | 1,040 |
Other non-current liabilities | (5,964) | (1,135) | (9,000) |
Net cash provided by operating activities - continuing operations | 84,738 | 62,795 | 33,670 |
Net cash used in operating activities - discontinued operations | 0 | 0 | (2,293) |
Net cash provided by operating activities | 84,738 | 62,795 | 31,377 |
Cash flows from investing activities | |||
Business acquisitions, net of cash acquired | (148,722) | (28,604) | (41,872) |
Capital expenditures | (23,280) | (9,204) | (4,845) |
Net cash used in investing activities | (172,002) | (37,808) | (46,717) |
Cash flows from financing activities | |||
Payment of contingent consideration | 0 | (16,956) | 0 |
Proceeds from borrowings | 549,060 | 15,000 | 20,000 |
Payment of debt issuance costs | (4,064) | (469) | (313) |
Payment of deferred business acquisition consideration | (302,676) | 0 | 0 |
Options and warrants exercised | 4,300 | 7,209 | 6,488 |
Payment of withholding taxes for net share settlement of equity awards | (8,605) | 0 | 0 |
Repayment of debt obligations | (52,772) | (20,000) | 0 |
Net cash provided by / (used in) financing activities | 185,243 | (15,216) | 26,175 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (1,935) | (312) | (235) |
Net change in cash and cash equivalents and restricted cash | 96,044 | 9,459 | 10,600 |
Cash and cash equivalents and restricted cash, beginning of period | 31,118 | 21,659 | 11,059 |
Cash and cash equivalents and restricted cash, end of period | 127,162 | 31,118 | 21,659 |
Supplemental disclosure of cash flow information | |||
Interest paid | 5,985 | 922 | 101 |
Income taxes paid | 1,715 | 927 | 0 |
Supplemental disclosure of non-cash activities | |||
Fair value of unpaid contingent consideration in connection with business acquisition | 50,000 | 0 | 0 |
De-recognition of liability upon warrant exercise | 0 | 0 | 17,593 |
Fyber | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Change in estimate of remaining contingent consideration | 50,000 | ||
Supplemental disclosure of non-cash activities | |||
Common stock for the acquisition of Fyber | 356,686 | 0 | 0 |
Unpaid cash consideration for the acquisition of Fyber minority interest | $ 2,578 | $ 0 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessDigital Turbine, Inc., through its subsidiaries (collectively "Digital Turbine" or the "Company"), is a leading, independent mobile growth platform that levels up the landscape for advertisers, publishers, carriers, and device original equipment manufacturers ("OEMs"). The Company offers end-to-end products and solutions leveraging proprietary technology to all participants in the mobile application ecosystem, enabling brand discovery and advertising, user acquisition and engagement, and operational efficiency for advertisers. In addition, our products and solutions provide monetization opportunities for OEMs, carriers, and application ("app" or "apps") publishers and developers. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates the financial results and reports non-controlling interests representing the economic interests held by other equity holders of subsidiaries that are not 100% owned by the Company. The calculation of non-controlling interests excludes any net income / (loss) attributable directly to the Company. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include the determination of gross versus net revenue reporting, allowance for credit losses, stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair value of contingent earn-out considerations (please see Note 13, "Commitments and Contingencies," for further information on the fair value of the Company's contingent earn-out considerations), incremental borrowing rates for right-of-use assets and lease liabilities, and tax valuation allowances. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different conditions. In light of the ongoing and quickly evolving COVID-19 pandemic, management has considered the impacts of the COVID-19 pandemic on the Company’s critical and significant accounting estimates. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates or judgments or revise the carrying value of its assets or liabilities as a result of the COVID-19 pandemic. Management's estimates may change as new events occur and additional information is obtained. Actual results could differ from estimates and any such differences may be material to the Company’s consolidated financial statements. Summary of Significant Accounting Policies Revenue Recognition The Company generates revenue from transactions for the purchase and sale of digital advertising inventory through our various platforms and service offerings. Generally, our revenue is based on a percentage of the ad spend through our platforms, although for certain service offerings, we receive a fixed cost-per-thousand ("CPM") or cost-per-install ("CPI") for ad impressions sold or app installs completed. We recognize revenue upon fulfillment of our performance obligation to our customers, which generally occurs at the point in time when an ad is rendered or an end user action, such as an app install, is completed. ODM - Carriers and OEMs The Company enters contracts with OEMs for our On Device Media ("ODM") segment to help the customer control, manage, and monetize the mobile device through the marketing of application slots or advertisement space/inventory to advertisers and delivering the applications or advertisements to the mobile device. The Company generally offers these services under a revenue share model or, to a lesser extent, a customer contract per-device license fee model for a two-to-four-year software as a service ("SaaS") license agreement. These agreements typically include the following services: the access to a SaaS platform, hosting, solution features, and general support and maintenance. The Company has concluded that each promised service is delivered concurrently, interdependently, and continuously with all other promised services over the contract term and, as such, has concluded these promises are a single performance obligation that is delivered to the customer over a series of distinct service periods over the contract term. The Company meets the criteria for overtime recognition because the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs, and the same method would be used to measure progress over each distinct service period. The fees for such services are not known at contract inception but are measurable during each distinct service period. The Company's contracts do not include advance non-refundable fees. The Company’s fees for these services are based upon a revenue-share arrangement with the carrier or OEM. Both parties have agreed to share the revenue earned from third-party advertisers, discussed below, for these services. ODM - Third-Party Advertisers The Company generally offers these services through cost-per-install ("CPI"), cost-per-placement ("CPP"), and/or cost-per-action ("CPA") arrangements with third-party advertisers, developers, agencies, and advertising aggregators, generally in the form of insertion orders. The insertion orders specify the type of arrangement and additional terms such as advertising campaign budgets and timelines as well as any constraints on advertising types. These customer contracts can be open ended with regard to length of time and can renew automatically unless terminated; however, specific advertising campaigns are generally short-term in nature. These agreements typically include the delivery of applications to home screens of mobile devices. Access to inventory of application slots is allocated by carriers or OEMs in the contracts identified above. The Company controls these application slots and markets it on behalf of the carriers and OEMs to the advertisers. The Company has concluded that the performance obligation within the contract is complete upon delivery of the application to the device. Revenue recognition related to CPI and CPA arrangements is dependent upon an action of the end user. As a result, the transaction price is variable and is fully constrained until an install or action occurs. ODM - Programmatic Advertising and Targeted Media Delivery The Company generally offers these services under CPM impression arrangements and page-view arrangements. Through its mobile phone first screen applications and mobile web portals, the Company markets ad space/inventory within its content products for display advertising. The ad space/inventory is allocated to the Company through arrangement with the carrier or OEM in the contracts discussed above. The Company controls this ad space/inventory and markets it on behalf of the carriers and OEMs to the advertisers. The Company’s advertising customers can bid on each individual display ad and the highest bid wins the right to fill each ad impression. Advertising agencies acting on the behalf of advertisers bid on the ad placement via the Company’s advertising exchange customers. When the bid is won, the ad will be received and placed on the mobile device by the Company. The entire process happens almost instantaneously and on a continuous basis. The advertising exchanges bill and collect from the winning bidders and provide daily and monthly reports of the activity to the Company. The Company has concluded that the performance obligation is satisfied at the point in time upon delivery of the advertisement to the device based on the impressions or page-view arrangement, as defined in the contract. Through its mobile phone first screen applications and mobile web portals, the Company’s software platform also recommends sponsored content to mobile phone users and drives web traffic to a customer's website. The Company markets this content to content sponsors, such as Outbrain or Taboola, similarly to the marketing of ad space/inventory. This sponsored content takes the form of articles, graphics, pictures, and similar content. The Company has concluded that the performance obligation within the contract is complete upon delivery of the content to the mobile device. IAM-A and IAM-F - Marketplace The Company, through its IAM-A and IAM-F segments provide platforms that allow demand-side platforms (“DSPs”) and publishers to buy and sell ad inventory, respectively, in a programmatic, real-time bidding ("RTB") auction. The Company generally contracts with DSPs through an RTB Ad Exchange Agreement (“Exchange Agreement”). It also separately contracts with publishers through an Advertising insertion order or service order to provide access to its auction platform and the ad inventory available through the platform. The auction is held when ad inventory becomes available. AdColony will send bid requests to various DSPs, which may choose to bid on the available ad inventory. Once a DSP wins an auction, it must deliver an ad, which is generally served through the Company's software development kits (“SDK”). The entire auction process is nearly instantaneous. The Company bills the DSP based on the total number of impressions and the bid price. It then remits the payment to the publishers, net of a revenue share agreed with the publisher that is generally a percentage of the DSPs’ total spending with the publisher through the platform. The Company has concluded that the performance obligation is the continuous provisioning access to the Company's auction platform. The transaction price is variable and is fully constrained until an auction concludes and the ad is served. IAM-A - Brand and Performance The Company, through its IAM-A segment for its Brand and Performance offerings, contracts directly with advertisers or agencies. through insertion orders, that require the Company to fulfill advertising campaigns by identifying and purchasing targeted ad inventory and serving ads on behalf of the advertiser. The insertion orders or addendum communications provide advertising campaign details, such as campaign start and end date, target demographics, maximum budget, and rate. Rates are generally based on an end user action (CPI) or on a CPM basis. Revenue is recognized based on the rate and the number of impressions or end user actions at the time the ad is rendered, or when the end user action is completed. Principal vs Agent Reporting The determination of whether we act as a principal or as an agent in a transaction requires significant judgement and is based on an assessment of the terms of customer arrangements, how the Company's technology operates in satisfying the performance obligations in the customer contracts and the relevant accounting guidance. When we are the principal in a transaction, revenue is reported on a gross basis, which is the amount billed to DSPs, advertisers, and agencies. When we are an agent in a transaction, revenue is reported net of license fees and revenue share paid to app publishers or developers. The Company has determined that it is a principal for its advertiser services for application management and programmatic advertising and targeted media delivery when it controls the application slots or ad space/inventory. This is because it has been allocated such slots or space from the carrier or OEM and is responsible for marketing or monetizing the slots or space. The advertisers look to the Company to acquire such slots or space, and the Company’s software is used to deliver the applications, ads or content to the mobile device. The Company also may manage application or ad campaigns of advertisers associated with these services. If the applications or advertisements are not delivered to the mobile device or the Company doesn’t comply with certain policies of the advertiser, the Company would be responsible and would have to indemnify the customer for these issues. The Company also has discretion in setting the price of the slots or space based on market conditions, collects the transaction prices, and remits the revenue-share percentage of the transaction price to the carrier or OEM. The Company recognizes the transaction price received from advertisers, content providers, or websites gross and the carrier or OEM share of such transaction price as costs of revenue - license fees and revenue share - in the accompanying consolidated statements of operations and comprehensive income / (loss). The carrier or OEM may have the right to market and sell application slots or ad space to advertisers using the Company’s software. The carrier or OEM will share revenue with the Company when it does so. The Company recognizes the revenue shared by the carrier or OEM on a net basis as the Company is not considered the primary obligor in these transactions. The Company has determined that it is a principal for its Brand and Performance offerings as the advertisers or agencies provide parameters for their target audiences, as well as a budget for ad campaigns. Once an advertiser or advertising agency provides its specifications, the Company has the discretion to fulfill the campaign by utilizing its data and proprietary technology. The Company controls the service because it has the ultimate discretion in purchasing ad inventory; and once an ad inventory slot is purchased, filling that ad inventory slot. As a result, the Company reports the revenue billed to advertisers and agencies on a gross basis and revenue shares paid to publishers as license fees and revenue share expense. The Company has determined that is an agent in transactions on its Marketplace platforms. The Company acts as an intermediary between DSPs and publishers by providing access to a platform and the SDKs that allow both parties to transact in the buying and selling of ad inventory. The transaction price is determined through a real-time auction and the Company has no pricing discretion or obligation related to the fulfillment of the advertising delivery. Segment Reporting Prior to the acquisitions of AdColony and Fyber, the Company had one operating and reportable segment called Media Distribution. As a result of the acquisitions, the Company reassessed its operating and reportable segments in accordance with ASC 280, Segment Reporting . Effective April 1, 2021, the Company reports its results of operations through the three segments disclosed in Note 4, "Segment Information," each of which represents a reportable segment. Software Development Costs The Company applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. At this time, we do not invest significant capital into the research and development phase of new products and features as the technological feasibility aspect of our platform products has either already been met or is met very quickly. The Company has adopted the “tested working model” approach to establish technological feasibility for its products. Under this approach, the Company does not consider a product in development to have passed the technological feasibility milestone until the Company has completed a model of the product that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. The Company capitalizes costs related to the development of software to be sold, leased, or otherwise marketed as we believe we have met the "tested working model" threshold. Development costs continue to be capitalized until the related software is released. The Company considers the following factors in determining whether costs can be capitalized: the emerging nature of the mobile market; the gradual evolution of the wireless carrier platforms and mobile phones for which it develops products; the uncertainty regarding a product’s revenue-generating potential; its lack of control over carrier distribution channels; and its historical practice of canceling products at any stage of the development process. After products and features are released, all product maintenance costs are expensed. The Company also applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the functions intended. Capitalized software development costs, whether for software developed to be sold, leased, or otherwise marketed or for internal use, are generally amortized over a 3-year useful life. For fiscal years 2022, 2021, and 2020, the Company capitalized software development costs in the amount of $23,784, $8,859, and $1,453. Stock-Based Compensation We have applied FASB ASC 718 Share-Based Payment (“ASC 718”) and accordingly, we record stock-based compensation expense for all our stock-based awards. Under ASC 718, we estimate the fair value of stock options granted using the Black-Scholes model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The amount of expense recognized represents the expense associated with the stock options we expect to ultimately vest based upon an estimated rate of forfeitures; this rate of forfeitures is updated as necessary and any adjustments needed to recognize the fair value of options that actually vest or are forfeited are recorded. The Black-Scholes model, used to estimate the fair value of an award, requires the input of subjective assumptions, including the expected volatility of our common stock, interest rates, dividend rates and an option’s expected life. As a result, the financial statements include amounts that are based upon our best estimates and judgments relating to the expenses recognized for stock-based compensation. The Company grants restricted stock units ("RSUs") subject to performance conditions that vest based on the satisfaction of the conditions of the award. The fair value of performance-based awards is determined using the market closing price on the grant date as well as the Company's judgment of likely future performance, which impacts the total number of RSUs that will be issued to the employees. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740-10, Accounting for Income Taxes (“ASC 740-10”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns. Under ASC 740-10, the Company determines deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of assets and liabilities along with net operating losses, if it is more likely than not the tax benefits will be realized using the enacted tax rates in effect for the year in which it expects the differences to reverse. To the extent a deferred tax asset cannot be realized, a valuation allowance is established. ASC 740-10 prescribes that a company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the “more-likely-than-not” recognition threshold should be measured as the largest amount of the tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. We recognize interest and penalties related to income tax matters as a component of the provision for income taxes. The Company is required to evaluate its ability to realize its deferred tax assets using all available evidence, both positive and negative, and determine if a valuation allowance is needed. Further, ASC 740-10-30-18 outlines the four possible sources of taxable income that may be available to realize a tax benefit for deductible temporary differences and carry-forwards. The sources of taxable income are listed below from least to most subjective: • Future reversals of existing taxable temporary differences • Future taxable income exclusive of reversing temporary differences and carryforwards • Taxable income in prior carryback year(s) if carryback is permitted under the tax law • Tax-planning strategies that would, if necessary, be implemented to, for example: ◦ Accelerate taxable amounts to utilize expiring carryforwards ◦ Change the character of taxable or deductible amounts from ordinary income or loss to capital gain or loss ◦ Switch from tax-exempt to taxable investments Foreign Currency Translation The Company uses the United States dollar for financial reporting purposes. Some of our foreign subsidiaries use their local currency as their functional currency. Assets and liabilities of foreign operations are translated using current rates of exchange prevailing at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transaction occurred. Statement of Operations amounts are translated at average rates in effect for the reporting period. The foreign currency translation adjustment loss of $39,395, $312, and $235 in the years ended March 31, 2022, 2021, and 2020, respectively, has been reported as a component of comprehensive income / (loss) in the consolidated statements of operations and comprehensive income / (loss) and consolidated statements of stockholders’ equity. Cash and Cash Equivalents The Company considers all highly liquid short-term investments purchased with a maturity of three months or less to be cash equivalents. Accounts Receivable The Company maintains reserves for current expected credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value, based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Observable inputs are based on market data obtained from independent sources. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The carrying amounts of certain financial instruments, such as cash equivalents, short term investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities. The carrying value of our debt, exclusive of capitalized debt issuance costs, approximates fair value due to the variable nature of the interest rates. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: • Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access at the measurement date. • Level 2 - Inputs, other than the quoted prices required for Level 1, that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. • Level 3 - Unobservable inputs. Certain long-lived assets, including capitalized software development costs, are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are the lesser of 8-to-10 years or the term of the lease for leasehold improvements and 3-to-5 years for other assets. Leases Under Leases (Topic 842), we determine if an arrangement is a lease at inception. Right-of-use ("ROU") assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is a hypothetical rate based on our understanding of what our credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. Our lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants. The right-of-use asset components of our operating leases are included in right-of-use assets on our Consolidated Balance Sheets, while the current portion of our operating lease liabilities are included in other current liabilities and the long-term portion of our operating lease liabilities in other non-current liabilities on our Consolidated Balance Sheets. Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and future expected cash flows from acquired advertiser or publisher relationships, acquired technology, acquired patents, and acquired trade names from a market participant perspective. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects Company amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill and Indefinite-Life Intangible Assets Goodwill represents the excess of cost over fair value of net assets of businesses acquired. In accordance with FASB ASC 350-20, Goodwill and Other Intangible Assets , the values assigned to goodwill and indefinite-lived intangible assets, including trademarks and trade names, through ASC 805, Business Combinations , are not amortized to expense, but rather evaluated on an at least annual basis to determine if there are potential impairments. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit goodwill is less than the carrying value. If the fair value of an indefinite-lived intangible (such as trademarks and trade names) is less than its carrying amount, an impairment loss is recorded. Fair value is determined based on discounted cash flows, market multiples or appraised values, as appropriate. Discounted cash flow analysis requires assumptions about the timing and amount of future cash inflows and outflows, risk, the cost of capital, and terminal values. Each of these factors can significantly affect the value of the intangible asset. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management’s judgment. Any changes in key assumptions about the Company’s businesses and their prospects, or changes in market conditions, could result in an impairment charge. Some of the more significant estimates and assumptions inherent in the intangible asset valuation process include: the timing and amount of projected future cash flows; the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the asset’s life-cycle and the competitive trends impacting the asset, including consideration of any technical, legal or regulatory trends. Goodwill values assigned through ASC 805, Business Combinations , related to the acquisitions are subject to adjustments prior to the finalization of the purchase price accounting not to exceed one year from the date of acquisition. Impairment of Long-Lived Assets and Finite-Life Intangibles Long-lived assets, including intangible assets subject to amortization, primarily consist of customer relationships and developed technology that have been acquired and are amortized using the straight-line method over their useful lives, ranging from five Accounting for the Impairment or Disposal of Long-Lived Assets , whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no indications of impairment present or that the carrying amounts may not be recoverable during the fiscal years ended March 31, 2022, 2021, and 2020. Preferred Stock The Company applies the guidance enumerated in FASB ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”), when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value in accordance with ASC 480-10. All other issuances of preferred stock are subject to the classification and measurement principles of ASC 480-10. Accordingly, the Company classifies conditionally redeemable preferred shares (if any), which includes preferred shares that feature redempti |
Acquisitions
Acquisitions | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Fyber N.V. On May 25, 2021, the Company completed the initial closing of the acquisition of 95.1% of the outstanding voting shares (the “Majority Fyber Shares”) of Fyber N.V. (“Fyber”) pursuant to a Sale and Purchase Agreement (the "Fyber Acquisition") between Tennor Holding B.V., Advert Finance B.V., and Lars Windhorst (collectively, the “Seller”), the Company, and Digital Turbine Luxembourg S.ar.l., a wholly-owned subsidiary of the Company. The remaining outstanding shares in Fyber (the “Minority Fyber Shares”) were (to the Company's knowledge) held by other shareholders of Fyber (the “Minority Fyber Shareholders”) and are presented as non-controlling interests within these financial statements. Fyber is a leading mobile advertising monetization platform empowering global app developers to optimize profitability through quality advertising. Fyber’s proprietary technology platform and expertise in mediation, real-time bidding, advanced analytics tools, and video combine to deliver publishers and advertisers a highly valuable app monetization solution. Fyber represents an important and strategic addition for the Company in its mission to develop one of the largest full-stack, fully independent, mobile advertising solutions in the industry. The combined platform offering is advantageously positioned to leverage the Company’s existing on-device software presence and global distribution footprint. The Comp any acquired Fyber in exchange for an estimated aggregate consideration of up to $600,000, consisting of: i. Approximately $150,000 in cash, $124,336 of which was paid to the Seller at the closing of the acquisition and the remainder of which is to be paid to the Minority Fyber Shareholders for the Minority Fyber Shares pursuant to the tender offer described below; ii. 5,816,588 newly-issued shares of common stock of the Company to the Seller, which such number of shares was determined based on the volume-weighted average price of the common stock on NASDAQ during the 30-day period prior to the closing date, equal in value to $359,233 at the Company's common stock closing price on May 25, 2021 , as follows. 1. 3,216,935 n ewly-issued shares of common stock of the Company equal in value to $198,678, issued at the closing of the acquisition; 2. 1,500,000 newly-issued shares of common stock of the Company equal in value to $92,640, issued on June 17, 2021; 3. 1,040,364 newly-issued shares of common stock of the Company equal in value to $64,253, issued on July 16, 2021; 4. 59,289 shares of common stock equal in value to $3,662, to be newly-issued during the Company's fiscal second quarter 2022, but subject to a true-up reduction based on increased transaction costs associated with the staggered delivery of the Majority Fyber Shares to the Company, which true-up reduction has been finalized, as described below; and iii. Contingent upon Fyber’s net revenue (revenue less associated license fees and revenue share) being equal to or higher than $100,000 for the 12-month earn-out period ending on March 31, 2022, as determined in the manner set forth in the Sale and Purchase Agreement, a certain number of shares of the Company's common stock, which will be newly-issued to the Seller at the end of the earn-out period, and under certain circumstances, an amount of cash, which value of such shares, based on the weighted average share price for the 30-days prior to the end of the earn-out period, and cash in aggregate, will not exceed $50,000 (subject to set-off against certain potential indemnification claims against the Seller). Based on estimates at the time of the acquisition, the Company initially determined it was unlikely Fyber would achieve the earn-out net revenue target and, as a result, no contingent liability was recognized at that time. The Company paid the cash closing amount on the closing date with a combination of available cash-on-hand and borrowings under the Company’s senior credit facility. On September 30, 2021, the Company entered into the Second Amendment Agreement (the “Second Amendment Agreement”) to the Sale and Purchase Agreement for the Fyber Acquisition. Pursuant to the Second Amendment Agreement, the parties agreed to settle the remaining number of shares of Company common stock to be issued to the Seller at 18,000 shares (i.e., a reduction of 41,289 shares from the 59,289 shares described in (ii)(4) above). As a result, the Company issued a total of 5,775,299 shares of Company common stock to the Seller in connection with the Company’s acquisition of Fyber. As of March 31, 2022, the Company determined Fyber's net revenue for the measurement period exceeded $100,000. As a result, the Company recorded a charge of $50,000 to change in fair value of contingent consideration on the consolidated statement of operations and comprehensive income / (loss) for the fiscal year ended March 31, 2022, which was also recorded in acquisition purchase price liabilities on the consolidated balance sheet as of March 31, 2022. The Company settled the obligation through the issuance of approximately 1,200,000 shares of the Company's common stock subsequent to its fiscal year ended March 31, 2022. Pursuant to certain German law on public takeovers, following the closing, the Company launched a public tender offer to the Minority Fyber Shareholders to acquire from them the Minority Fyber Shares. The tender offer was approved and published in July 2021, and is subject to certain minimum price rules under German law. The timing and the conditions of the tender offer, including the consideration of €0.84 per share offered to the Minority Fyber Shareholders in connection with the tender offer, was determined by the Company pursuant to the applicable Dutch and German takeover laws. During the fiscal year ended March 31, 2022, the Company purchased an additional $18,341 of Fyber's outstanding shares, resulting in an ownership percentage of Fyber of approximately 99.5% as of March 31, 2022. The Company expects to complete the purchase of the remaining outstanding Fyber shares during fiscal year 2023. The delisting of Fyber's remaining outstanding shares on the Frankfurt Stock Exchange was completed on August 6, 2021. The fair values of the assets acquired and liabilities assumed at the date of acquisition are presented on a preliminary basis and are as follows 1 : May 25, 2021 Measurement Period Adjustments May 25, 2021 Assets acquired Cash $ 71,489 $ — $ 71,489 Accounts receivable 64,877 166 65,043 Other current assets 10,470 — 10,470 Property and equipment 1,561 — 1,561 Right-of-use asset 13,191 — 13,191 Publisher relationships 106,400 (95) 106,305 Developed technology 86,900 — 86,900 Trade names 32,100 474 32,574 Customer relationships 31,400 — 31,400 Favorable lease 1,483 — 1,483 Goodwill 303,015 (4,032) 298,983 Other non-current assets 851 — 851 Total assets acquired $ 723,737 $ (3,487) $ 720,250 Liabilities assumed Accounts payable $ 78,090 $ (1,501) $ 76,589 Accrued license fees and revenue share 5,929 — 5,929 Accrued compensation 52,929 — 52,929 Other current liabilities 12,273 (1,739) 10,534 Short-term debt 25,789 — 25,789 Deferred tax liability, net 25,213 2,167 27,380 Other non-current liabilities 15,386 — 15,386 Total liabilities assumed $ 215,609 $ (1,073) $ 214,536 Total purchase price $ 508,128 $ (2,414) $ 505,714 During the year ended March 31, 2022, the Company recorded a cumulative net measurement period adjustment that decreased goodwill by $4,032, as presented in the table above. The Company made these measurement period adjustments to reflect facts and circumstances that existed as of the acquisition date and did not result from intervening events subsequent to such date. The excess of cost of the Fyber Acquisition over the net amounts assigned to the fair values of the net assets acquired was recorded as goodwill and was assigned to the Company’s In App Media - Fyber reporting unit. The goodwill consists largely of the expected cash flows and future growth anticipated for the Company. The goodwill is not deductible for tax purposes. The identifiable intangible assets consist of publisher relationships, developed technology, trade names, customer relationships, and a favorable lease. The publisher relationships, developed technology, trade names, and customer relationships intangibles were assigned useful lives of 20.0 years, 7.0 years, 7.0 years, and 3.0 years, respectively. The below-market favorable lease was derived from Fyber's office lease in Berlin, Germany and, per ASC 842, Leases , will be combined with Fyber's right-of-use asset for that lease and will be amortized over the remaining life of that lease. The values for the identifiable intangible assets were determined using the following valuation methodologies: • Publisher Relationships - Multi-Period Excess Earnings Method • Developed Technology - Relief from Royalty Method • Trade Names - Relief from Royalty Method • Customer Relationships - With-and-Without Method • Favorable Lease - Income Approach The Company recognized $18,698 of costs related to the Fyber Acquisition, which were included in general and administrative expenses on the consolidated statement of operations and comprehensive income / (loss) for the year ended March 31, 2022. Acquisition of AdColony Holding AS On April 29, 2021, the Company completed the acquisition of AdColony Holding AS, a Norway company (“AdColony”), pursuant to a Share Purchase Agreement (the "AdColony Acquisition"). The Company acquired all outstanding capital stock of AdColony in exchange for an estimated total consideration in the range of $400,000 to $425,000, to be paid as follows: (1) $100,000 in cash paid at closing (subject to customary closing purchase price adjustments), (2) $100,000 in cash to be paid six months after closing, and (3) an estimated earn-out in the range of $200,000 to $225,000, to be paid in cash, based on AdColony achieving certain future target net revenue, less associated cost of goods sold (as such term is referenced in the Share Purchase Agreement), over a 12-month period ending on December 31, 2021 (the “Earn-Out Period”). Under the terms of the earn-out, the Company would pay the seller a certain percentage of actual net revenue (less associated cost of goods sold, as such term is referenced in the Share Purchase Agreement) of AdColony, depending on the extent to which AdColony achieves certain target net revenue (less associated cost of goods sold, as such term is referenced in the Share Purchase Agreement) over the Earn-Out Period. The earn-out payment will be made following the expiration of the Earn-Out Period. AdColony is a leading mobile advertising platform servicing advertisers and publishers. AdColony’s proprietary video technologies and rich media formats are widely viewed as a best-in-class technology delivering third-party verified viewability rates for well-known global brands. With the addition of AdColony, the Company expanded its collective experience, reach, and suite of capabilities to benefit mobile advertisers and publishers around the globe. Performance-based spending trends by large, established brand advertisers present material upside opportunities for platforms with unique technology deployable across exclusive access to inventory. On August 27, 2021, the Company entered into an Amendment to Share Purchase Agreement (the “Amendment Agreement”) with AdColony and Otello Corporation ASA, a Norway company (“Otello”) and AdColony's previous parent company. Pursuant to the Amendment Agreement, the Company and Otello agreed to set a fixed dollar amount of $204,500 for the earn-out payment obligation, to set January 15, 2022, as the payment due date for such payment amount, and to eliminate all of the Company’s earn-out support obligations under the Share Purchase Agreement. As a result, the Company recognized an $8,913 reduction of the earn-out payment obligation in change in fair value of contingent consideration on the consolidated statement of operations and comprehensive income / (loss) for the fiscal second quarter ended September 30, 2021. The Company paid the cash consideration amounts that were due at closing and on October 26, 2021, with a combination of available cash-on-hand and borrowings under the Company’s senior credit facility. The payment made on October 26, 2021, was reduced to $98,175 due to an adjustment for the impact of accrued and unpaid taxes to the net working capital acquired. The difference between the amount due of $100,000 and amount paid resulted in an adjustment to goodwill. On January 15, 2022, the Company paid the AdColony Acquisition earn-out consideration of $204,500 with available cash-on-hand and an additional $179,000 of borrowings under the New Credit Agreement. The fair values of the assets acquired and liabilities assumed at the date of acquisition are presented on a preliminary basis and are as follows: April 29, 2021 Measurement Period Adjustments April 29, 2021 Assets acquired Cash $ 24,793 $ — $ 24,793 Accounts receivable 57,285 — 57,285 Other current assets 1,845 — 1,845 Property and equipment 1,566 — 1,566 Right-of-use asset 2,460 — 2,460 Customer relationships 102,400 (600) 101,800 Developed technology 51,100 — 51,100 Trade names 36,100 (100) 36,000 Publisher relationships 4,400 — 4,400 Goodwill 202,552 (3,502) 199,050 Other non-current assets 131 — 131 Total assets acquired $ 484,632 $ (4,202) $ 480,430 Liabilities assumed Accounts payable $ 21,140 $ — $ 21,140 Accrued license fees and revenue share 28,920 — 28,920 Accrued compensation 8,453 — 8,453 Other current liabilities 1,867 — 1,867 Deferred tax liability, net 10,520 (2,377) 8,143 Other non-current liabilities 1,770 — 1,770 Total liabilities assumed $ 72,670 $ (2,377) $ 70,293 Total purchase price $ 411,962 $ (1,825) $ 410,137 During the year ended March 31, 2022, the Company recorded a cumulative net measurement period adjustment that decreased goodwill by $3,502, as presented in the table above. The Company made these measurement period adjustments to reflect facts and circumstances that existed as of the acquisition date and did not result from intervening events subsequent to such date. The excess of cost of the AdColony Acquisition over the net amounts assigned to the fair values of the net assets acquired was recorded as goodwill and was assigned to the Company’s In App Media - AdColony reporting unit. The goodwill consists largely of the expected cash flows and future growth anticipated for the Company. The goodwill is not deductible for tax purposes. The identifiable intangible assets consist of customer relationships, developed technology, trade names, and publisher relationships and were assigned useful lives of 8.0 years to 15.0 years, 7.0 years, 7.0 years, and 10.0 years, respectively. The values for the identifiable intangible assets were determined using the following valuation methodologies: • Customer Relationships - Multi-Period Excess Earnings Method • Developed Technology - Relief from Royalty Method • Trade Names - Relief from Royalty Method • Publisher Relationships - Cost Approach The Company recognized $4,214 of costs related to the AdColony Acquisition, which were included in general and administrative expenses on the consolidated statement of operations and comprehensive income / (loss) for the year ended March 31, 2022. Acquisition of Appreciate On March 1, 2021, Digital Turbine, through its subsidiary Digital Turbine (EMEA) Ltd. ("DT EMEA"), an Israeli company and wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement with Triapodi Ltd., an Israeli company (d/b/a Appreciate) (“Appreciate”), the stockholder representative, and the stockholders of Appreciate, pursuant to which DT EMEA acquired, on March 2, 2021, all of the outstanding capital stock of Appreciate in exchange for total consideration of $20,003 in cash (the "Appreciate Acquisition"). Under the terms of the Purchase Agreement, DT EMEA entered into bonus arrangements to pay up to $6,000 in retention bonuses and performance bonuses to the founders and certain other employees of Appreciate. None of the goodwill recognized was deductible for tax purposes. The acquisition of Appreciate delivered valuable deep ad-tech and algorithmic expertise to help Digital Turbine execute on its broader, longer-term vision. Deploying Appreciate's technology expertise across Digital Turbine’s global scale and reach should further benefit partners and advertisers that are a part of the combined Company’s platform. Pro Forma Financial Information (Unaudited) The pro forma information below gives effect to the Fyber Acquisition, the AdColony Acquisition, and the Appreciate Acquisition (collectively, the “Acquisitions”) as if they had been completed on the first day of each period presented. The pro forma results of operations are presented for information purposes only. As such, they are not necessarily indicative of the Company’s results had the Acquisitions been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the Acquisitions and does not reflect additional revenue opportunities following the Acquisitions. The pro forma information includes adjustments to record the assets and liabilities associated with the Acquisitions at their respective fair values, which are preliminary at this time, based on available information and to give effect to the financing for the Acquisitions. Year ended March 31, 2022 2021 Unaudited Unaudited (in thousands, except per share amounts) Net revenue $ 769,993 $ 544,496 Net income attributable to controlling interest $ 16,504 $ 47,096 Basic net income attributable to controlling interest per common share $ 0.17 $ 0.51 Diluted net income attributable to controlling interest per common share $ 0.16 $ 0.47 |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer ("CEO") is the CODM. Prior to the acquisitions of both AdColony and Fyber disclosed above in Note 3, "Acquisitions," the Company had one operating and reportable segment called Media Distribution. As a result of the acquisitions, the Company reassessed its operating and reportable segments in accordance with ASC 280, Segment Reporting . Effective April 1, 2021, the Company operates through the following three segments, each of which is a reportable segment: • On Device Media ("ODM") - This segment is the legacy single operating and reporting segment of Digital Turbine prior to the AdColony and Fyber acquisitions. This segment generates revenue from services that deliver mobile application media or content media to end users. The Company provides ODM solutions to all participants in the mobile application ecosystem that want to connect with end users and consumers who hold the device, including mobile carriers and device original equipment manufacturers (“OEMs”) that participate in the app economy, app publishers and developers, and brands and advertising agencies. This segment's product offerings are enabled through relationships with mobile device carriers and OEMs. • In App Media – AdColony ("IAM-A") - This segment is inclusive of the acquired AdColony business and generates revenue from services provided as an end-to-end platform for brands, agencies, publishers, and application developers to deliver advertising to consumers on mobile devices around the world. IAM-A customers are primarily advertisers. • In App Media – Fyber ("IAM-F") - This segment is inclusive of the acquired Fyber business and generates revenue from services provided to mobile application developers and digital publishers to monetize their content through advanced technologies, innovative advertisement formats, and data-driven decision making. IAM-F customers are primarily publishers. The Company's CODM evaluates segment performance and makes resource allocation decisions primarily through the metric of net revenue less associated license fees and revenue share, as shown in the segment information summary table below. The Company's CODM does not allocate other direct costs of revenue, operating expenses, interest and other income / (expense), net, or provision for income taxes to these segments for the purpose of evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal reporting purposes as the CODM does not manage the Company's segments by such metrics. Geographic Area Information Long-lived assets, excluding deferred tax assets and intangible assets, by region follow: March 31, 2022 March 31, 2021 United States and Canada $ 25,946 $ 12,995 Europe, Middle East, and Africa 5,086 40 Asia Pacific and China 54 15 Mexico, Central America, and South America — — Consolidated property and equipment, net $ 31,086 $ 13,050 Year ended March 31, 2022 ODM IAM-A IAM-F Total United States and Canada $ 285,062 $ 79,303 $ 52,867 $ 417,232 Europe, Middle East, and Africa 132,040 75,526 23,887 231,453 Asia Pacific and China 72,245 12,236 15,646 100,127 Mexico, Central America, and South America 13,289 2,660 211 16,160 Elimination — — — (17,376) Consolidated net revenue $ 502,636 $ 169,725 $ 92,611 $ 747,596 Year ended March 31, 2021 ODM IAM-A IAM-F Total United States and Canada $ 193,804 $ — $ — $ 193,804 Europe, Middle East, and Africa 79,752 — — 79,752 Asia Pacific and China 34,774 — — 34,774 Mexico, Central America, and South America 5,249 — — 5,249 Consolidated net revenue $ 313,579 $ — $ — $ 313,579 Year ended March 31, 2020 ODM IAM-A IAM-F Total United States and Canada $ 90,245 $ — $ — $ 90,245 Europe, Middle East, and Africa 34,970 — — 34,970 Asia Pacific and China 11,865 — — 11,865 Mexico, Central America, and South America 1,635 — — 1,635 Consolidated net revenue $ 138,715 $ — $ — $ 138,715 Year ended March 31, 2022 ODM IAM-A IAM-F Elimination Consolidated Net revenue $ 502,636 $ 169,725 $ 92,611 $ (17,376) $ 747,596 License fees and revenue share 304,673 83,351 — (17,376) 370,648 Segment profit $ 197,963 $ 86,374 $ 92,611 $ — $ 376,948 Year ended March 31, 2021 ODM IAM-A IAM-F Elimination Consolidated Net revenue $ 313,579 $ — $ — $ — $ 313,579 License fees and revenue share 178,649 — — — 178,649 Segment profit $ 134,930 $ — $ — $ — $ 134,930 Year ended March 31, 2020 ODM IAM-A IAM-F Elimination Consolidated Net revenue $ 138,715 $ — $ — $ — $ 138,715 License fees and revenue share 83,588 — — — 83,588 Segment profit $ 55,127 $ — $ — $ — $ 55,127 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill, net, by segment follows: ODM IAM-A IAM-F Consolidated Goodwill as of March 31, 2021 $ 80,176 $ — $ — $ 80,176 Purchase of AdColony — 199,050 — 199,050 Purchase of Fyber — — 298,983 298,983 Foreign currency translation and other — (15,204) (3,213) (18,417) Goodwill as of March 31, 2022 $ 80,176 $ 183,846 $ 295,770 $ 559,792 Intangible Assets The components of intangible assets as of March 31, 2022, and March 31, 2021, were as follows: As of March 31, 2022 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.01 years $ 171,060 $ (19,636) $ 151,424 Developed technology 6.26 years 144,581 (18,103) 126,478 Trade names 3.33 years 69,205 (8,523) 60,682 Publisher relationships 18.77 years 106,514 (4,509) 102,005 Total $ 491,360 $ (50,771) $ 440,589 As of March 31, 2021 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 16.81 years $ 46,400 $ (4,171) $ 42,229 Developed technology 9.12 years 20,526 (11,141) 9,385 Trade names 9.92 years 2,000 (314) 1,686 Total $ 68,926 $ (15,626) $ 53,300 As of March 31, 2022, the Company changed the useful lives of all its trade names intangible assets to approximately 3.33 years due to the planned rebranding of the Company's recent acquisitions, which will begin during the Company's fiscal year ended March 31, 2023. The estimated amortization expense in future fiscal years disclosed below reflect this change in the useful lives of the Company's trade names intangible assets. Estimated amortization expense in future fiscal years is expected to be: Fiscal year 2023 $ 64,259 Fiscal year 2024 64,259 Fiscal year 2025 54,601 Fiscal year 2026 34,180 Fiscal year 2027 34,180 Thereafter 189,110 Total $ 440,589 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable March 31, 2022 March 31, 2021 Billed $ 189,208 $ 28,636 Unbilled 82,324 38,837 Allowance for credit losses (8,393) (5,488) Accounts receivable, net $ 263,139 $ 61,985 Billed accounts receivable represent amounts billed to customers for which the Company has an unconditional right to consideration. Unbilled accounts receivable represents revenue recognized but billed after period-end. All unbilled receivables as of March 31, 2022, are expected to be billed and collected (subject to the allowance for credit losses) within twelve months. Allowance for Credit Losses The Company maintains reserves for current expected credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment March 31, 2022 March 31, 2021 Computer-related equipment $ 2,855 $ 2,263 Developed software 41,011 18,473 Furniture and fixtures 1,836 714 Leasehold improvements 3,687 2,182 Property and equipment, gross 49,389 23,632 Accumulated depreciation (18,303) (10,582) Property and equipment, net $ 31,086 $ 13,050 Depreciation expense for the years ended March 31, 2022, 2021, and 2020, was $9,032, $4,338, and $2,124, respectively. During the years ended March 31, 2022, 2021, and 2020, depreciation expense includes $4,617, $1,980, and $670, respectively, related to internal-use assets included in general and administrative expense and $4,415, $2,358, and $1,454, respectively, related to internally-developed software to be sold, leased, or otherwise marketed included in other direct costs of revenue. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancellable operating lease agreements for certain offices as well as assumed various leases through its recent acquisitions. These leases currently have lease periods expiring between fiscal years 2023 and 2029. The lease agreements may include one or more options to renew. Renewals were not assumed in the Company's determination of the lease term unless the renewals were deemed to be reasonably assured at lease commencement. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs, weighted-average lease term, and discount rates are detailed below. Schedule, by fiscal year, of maturities of lease liabilities as of: March 31, 2022 Fiscal year 2023 $ 4,537 Fiscal year 2024 4,059 Fiscal year 2025 2,974 Fiscal year 2026 2,519 Fiscal year 2027 1,319 Thereafter 1,519 Total undiscounted cash flows 16,927 (Less imputed interest) (1,393) Present value of lease liabilities $ 15,534 The current portion of the Company's lease liabilities, payable within the next 12 months, is included in other current liabilities, other non-current liabilities Associated with these financial liabilities, the Company has right-of-use assets of $15,439 as of March 31, 2022, which is calculated using the present value of lease liabilities less any lease incentives received from landlords and any deferred rent liability balances as of the date of implementation. The discount rates used to calculate the imputed interest above range from 2.00% to 6.75% and the weighted-average remaining lease term is 4.57 years. |
Debt
Debt | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes borrowings under the Company's debt obligations and the associated interest rates: March 31, 2022 Balance Interest Rate Unused Line Fee BoA Revolver (subject to variable rate) $ 524,134 2.41 % 0.20 % Fyber - Bank Leumi (subject to variable rate) $ 12,500 6.10 % 0.60 % Debt obligations on the consolidated balance sheets consist of the following: March 31, 2022 March 31, 2021 Revolver $ 524,134 $ 15,000 Less: Debt issuance costs (3,349) (443) Debt assumed through Fyber Acquisition 12,500 — Total debt, net 533,285 14,557 Less: Current portion of debt (12,500) (14,557) Non-current debt $ 520,785 $ — Revolver On February 3, 2021, the Company entered into a credit agreement (the "Credit Agreement") with Bank of America, N.A. (“BoA”), which provides for a revolving line of credit (the "Revolver") of up to $100,000 with an accordion feature enabling the Company to increase the total amount up to $200,000. Funds are to be used for acquisitions, working capital, and general corporate purposes. The Credit Agreement contains customary covenants, representations, and events of default and also requires the Company to comply with a maximum consolidated leverage ratio and minimum fixed charge coverage ratio. On April 29, 2021, the Company amended and restated the Credit Agreement (the "New Credit Agreement”) with BoA, as a lender and administrative agent, and a syndicate of other lenders, which provided for a revolving line of credit of up to $400,000. The revolving line of credit matures on April 29, 2026, and contains an accordion feature enabling the Company to increase the total amount of the revolver by $75,000 plus an amount that would enable the Company to remain in compliance with its consolidated secured net leverage ratio, on such terms as agreed to by the parties. The New Credit Agreement contains customary covenants, representations, and events of default and also requires the Company to comply with a maximum consolidated secured net leverage ratio and minimum consolidated interest coverage ratio. On December 29, 2021, the Company amended the New Credit Agreement (the "First Amendment"), which provides for an increase in the revolving line of credit by $125,000, which increased the maximum aggregate principal amount of the revolving line of credit to $525,000. The First Amendment made no other changes to the term or interest rates of the New Credit Agreement. The Company incurred debt issuance costs of $4,064 for the New Credit Agreement, inclusive of costs incurred for the First Amendment. The Company had $524,134 drawn against the New Credit Agreement, classified as long-term debt on the consolidated balance sheet, with remaining unamortized debt issuance costs of $3,349 as of March 31, 2022. Deferred debt issuance costs associated with the New Credit Agreement and First Amendment are recorded as a reduction of the carrying value of the debt on the consolidated balance sheets. All deferred debt issuance costs are amortized on a straight-line basis over the term of the loan to interest expense. Amounts outstanding under the New Credit Agreement accrue interest at an annual rate equal to, at the Company’s election, (i) London Inter-Bank Offered Rate ("LIBOR") plus between 1.50% and 2.25%, based on the Company’s consolidated leverage ratio, or (ii) a base rate based upon the highest of (a) the federal funds rate plus 0.50%, (b) BoA's prime rate, or (c) LIBOR plus 1.00% plus between 0.50% and 1.25%, based on the Company’s consolidated leverage ratio. Additionally, the New Credit Agreement is subject to an unused line of credit fee between 0.15% and 0.35% per annum, based on the Company’s consolidated leverage ratio. As of March 31, 2022, the interest rate was 2.41% and the unused line of credit fee was 0.20%. The Company’s payment and performance obligations under the New Credit Agreement and related loan documents are secured by its grant of a security interest in substantially all of its personal property assets, whether now existing or hereafter acquired, subject to certain exclusions. If the Company acquires any real property assets with a fair market value in excess of $5,000, it is required to grant a security interest in such real property as well. All such security interests are required to be first priority security interests, subject to certain permitted liens. As of March 31, 2022, the Company had $866 available to withdraw on the revolving line of credit under the New Credit Agreement and was in compliance with all covenants. The carrying value of our debt, exclusive of capitalized debt issuance costs, approximates fair value due to the variable nature of the interest rates. Debt Assumed Through Fyber Acquisition As a part of the Fyber Acquisition, the Company assumed $25,789 of debt previously held by Fyber. This debt was comprised of amounts drawn against three separate revolving lines of credit. The Company settled two of the three revolving lines of credit, resulting in payments of $13,289 during the year ended March 31, 2022. Details for the remaining line of credit can be found in the first table of this note. The remaining revolving line of credit from Bank Leumi matures on June 15, 2022. The balance of $12,500 on this line of credit is classified as short-term debt on the consolidated balance sheet as of March 31, 2022. Interest income / (expense), net Interest income / (expense), net, amortization of debt issuance costs, and unused line of credit fees were recorded in interest and other income / (expense), net, on the consolidated statements of operations and comprehensive income / (loss), as follows: Year ended March 31, 2022 2021 2020 Interest income / (expense), net $ (7,571) $ (1,003) $ 35 Amortization of debt issuance costs (715) — 6 Unused line of credit fees and other (209) — — Total interest income / (expense), net $ (8,495) $ (1,003) $ 41 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-Based Award Plans On September 15, 2020, the Company’s stockholders approved the 2020 Equity Incentive Plan of Digital Turbine, Inc. (the “2020 Plan”), pursuant to which the Company may grant equity incentive awards to directors, employees and other eligible participants. A total of 12,000,000 shares of common stock are reserved for grant under the 2020 Plan. The types of awards that may be granted under the 2020 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock units. The 2020 Plan became effective on September 15, 2020, and has a term of ten years. Stock options may be either “incentive stock options” (“ISOs”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options (“NQSOs”). As of March 31, 2022, 11,422,493 shares of common stock were available for issuance as future awards under the Company' s 2020 Plan. The following table summarizes stock option activity: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Aggregate Intrinsic Value Options outstanding as of March 31, 2021 8,146,445 $ 4.01 6.86 $ 622,249 Granted 691,957 70.67 Exercised (1,312,460) 3.28 Forfeited / Expired (402,642) 26.55 Options outstanding as of March 31, 2022 7,123,300 $ 9.33 6.11 $ 262,419 Exercisable as of March 31, 2022 5,714,938 $ 4.93 5.56 $ 227,050 At March 31, 2022, total unrecognized stock-based compensation expense related to unvested stock options, net of estimated forfeitures, was $19,423, with an expected remaining weighted-average recognition period of 2.07 years. Restricted Stock Awards of restricted stock units ("RSUs") may be either grants of time-based restricted units or performance-based restricted units that are issued at no cost to the recipient. The cost of these awards is determined using the fair market value of the Company’s common stock on the date of the grant. No capital transaction occurs until the units vest, at which time they are converted to restricted or unrestricted stock. Compensation expense for RSUs with a time condition is recognized on a straight-line basis over the requisite service period. Compensation expense for RSUs with a performance condition are recognized on a straight-line basis based on the most likely attainment scenario, which is re-evaluated each period. From time-to-time, the Company enters into restricted stock agreements (“RSAs”) with certain employees and consultants. The RSAs have performance conditions, market conditions, time conditions, or a combination thereof. In some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period, from three months to two years, depending on the terms of the RSA. As reported in our Current Reports on Forms 8-K filed with the SEC on February 12, 2014, and June 25, 2014, the Company adopted a Board Member Equity Ownership Policy that supersedes any post-vesting lock-up in RSAs that are applicable to people covered by the policy, which includes the Company’s Board of Directors and Chief Executive Officer. The following table summarizes restricted stock unit ("RSU") and restricted stock award ("RSA") activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested restricted shares outstanding as of March 31, 2021 333,544 $ 4.55 Granted 388,405 39.71 Vested (319,356) 4.94 Forfeited (29,292) 49.68 Unvested restricted shares outstanding as of March 31, 2022 373,301 $ 35.82 At March 31, 2022, total unrecognized stock-based compensation expense related to RSUs and RSAs was $7,015, with an expected remaining weighted-average recognition period of 1.78 years. Valuation of Awards For stock options granted, the Company typically uses the Black-Scholes option pricing model to estimate the fair value of stock options at grant date. The Black-Scholes option pricing model incorporates various assumptions, including volatility, expected term, risk-free interest rates, and dividend yields. The assumptions utilized in this model during fiscal years 2022, 2021, and 2020 are presented below. Year ended March 31, 2022 2021 2020 Risk-free interest rate 0.63% to 1.77% 0.21% to 0.66% 0.64% to 2.25% Expected life of the options 4.82 to 5.27 years 4.93 to 5.23 years 5.02 to 9.83 years Expected volatility 72% to 72% 64% to 72% 64% to 66% Expected dividend yield —% —% —% Total fair value of options vested and total intrinsic value of options exercised was as follows for the fiscal years presented: Year ended March 31, 2022 2021 2020 Total fair value of options vested $ 11,495 $ 4,816 $ 2,577 Total intrinsic value of options exercised (a) $ 68,163 $ 97,603 $ 10,890 (a) The total intrinsic value of options exercised represents the total pre-tax intrinsic value (the difference between the stock price at exercise and the exercise price multiplied by the number of options exercised) that was received by the option holders who exercised their options during the fiscal year. Stock-Based Compensation Expense Stock-based compensation expense for the years ended March 31, 2022, 2021, and 2020, w as $19,304, $5,877 , and $3,353, re spectively, and was recorded w ithin general and administrative expenses on the consolidated statements of operations and comprehensive income / (loss). |
Earnings per Share
Earnings per Share | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic net income per common share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per common share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period and including the dilutive effects of employee stock-based awards outstanding during the period. The following table sets forth the computation of basic and diluted net income per share of common stock (in thousands, except per share amounts): Year ended March 31, 2022 2021 2020 Net income from continuing operations, net of taxes 35,569 54,884 14,280 Less: net income attributable to non-controlling interest 23 — — Net income attributable to Digital Turbine, Inc. $ 35,546 $ 54,884 $ 14,280 Weighted-average common shares outstanding, basic 95,198 88,514 84,594 Basic net income per common share $ 0.37 $ 0.61 $ 0.17 Weighted-average common shares outstanding, diluted 102,640 96,151 89,558 Diluted net income per common share $ 0.35 $ 0.57 $ 0.16 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision / (benefit) for income taxes by taxing jurisdiction was as follows: Year ended March 31, 2022 2021 2020 Current U.S. federal $ 236 $ — $ — Current state and local 703 204 182 Current non-U.S. 7,439 38 (55) Total current 8,378 242 127 Deferred U.S. federal 1,485 (13,185) (7,928) Deferred state and local (1,350) (204) (2,624) Deferred non-U.S. (110) 120 50 Total deferred 25 (13,269) (10,502) Total income tax provision / (benefit) $ 8,403 $ (13,027) $ (10,375) Income before income taxes included income from domestic operations of $6,504, $44,800, and $3,800 for the years ended March 31, 2022, 2021, and 2020, respectively, and income / (loss) from foreign operations of $38,171, $(2,800), and $(300) for the years ended March 31, 2022, 2021, and 2020, respectively. A reconciliation of income tax expense using the statutory U.S. income tax rate compared with the actual income tax provision follows: Year ended March 31, 2022 2021 2020 Statutory federal income taxes $ 9,256 $ 8,819 $ 741 State income taxes, net of federal benefit 938 (1,284) 144 Non-deductible expenses 2,891 926 272 Change in warrant liability — — 2,012 Change in Mobile Posse earn-out — 3,238 — Change in Fyber earn-out 10,500 — — Change in AdColony earn-out (1,872) — — Excess deductions for stock compensation (9,946) (16,523) (1,384) Change in uncertain tax liability 52 591 32 Change in valuation allowance (1,503) (11,223) (12,262) Foreign rate differential (1,554) — — Return-to-provision adjustments (454) 2,243 — Other miscellaneous 95 186 70 Income tax provision / (benefit) $ 8,403 $ (13,027) $ (10,375) The Company’s effective tax rate differs from the U.S. federal statutory tax rate primarily as a result of nondeductible executive compensation and transaction costs, tax deductions in excess of book for stock compensation, nondeductible changes in stock acquisition earn-outs, and state income taxes. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("the U.S. Tax Act"). The Global Intangible Low-Taxed Income ("GILTI") provision of the U.S. Tax Act requires the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary's tangible assets. An accounting policy election is available to account for the tax effects of GILTI as either a current period expense when incurred, or to recognize deferred taxes for book and tax basis differences expected to reverse as GILTI in future years. The Company has elected to account for the tax effects of GILTI as a current period expense when incurred. ASC 740 requires the consideration of a valuation allowance, on a jurisdictional basis, to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. A net tax benefit of $1,503 was realized in the fiscal year ended March 31, 2022, as a result of changes in the valuation allowance. An increase in the valuation allowance of $16,130 was recorded through acquisition accounting related to German deferred tax assets of Fyber that are not considered more likely than not realizable. A valuation allowance of $19,914 is recorded against deferred tax assets as of March 31, 2022, related to non-U.S. locations with a history of losses. In the year ended March 31, 2020, the Company recorded a net U.S. deferred tax liability of $10,552 on the opening balance sheet related to the Mobile Posse acquisition dated February 28, 2020. The deferred tax liability primarily related to intangible assets recorded at fair market value for financial accounting compared to the carryover of historical tax basis. The acquired deferred tax liabilities represent a source of positive evidence with respect to the Company’s ability to realize deferred tax assets. In accordance with ASC 805-740-30-3, a change in the acquirer’s valuation allowance as a result of a business combination is recorded as a component of income tax expense. As a result of the business combination, the Company released $10,552 of valuation allowance as a component of income tax expense in the year ended March 31, 2020. Deferred tax assets and liabilities consist of the following: Year ended March 31, 2022 2021 2020 Deferred income tax assets Net operating loss carry-forward $ 76,219 $ 25,630 $ 21,913 Stock-based compensation 3,765 1,675 3,775 Accrued compensation 3,724 1,968 1,069 Other 1,700 1,919 1,215 Gross deferred income tax assets 85,408 31,192 27,972 Valuation allowance (19,914) (5,287) (15,977) Net deferred income tax assets 65,494 25,905 11,995 Deferred income tax liabilities Depreciation and amortization (5,795) (2,627) (1,648) Intangibles and goodwill (79,675) (10,315) (10,356) Net deferred income tax assets / (liabilities) $ (19,976) $ 12,963 $ (9) Fiscal year 2020 amounts recast for immaterial differences to match reported financial statements. The following details the scheduled expiration dates of the Company's net operating loss (NOL) carryforwards: 2023 Through 2032 2033 Through 2042 Indefinite Total U.S. federal NOLs $ — $ 109,905 $ 71,021 $ 180,926 State taxing jurisdictions NOLs 5,601 129,890 492 135,983 Non-U.S. NOLs — — 108,111 108,111 Total, net $ 5,601 $ 239,795 $ 179,624 $ 425,020 The Company’s income is subject to taxation in both the U.S. and foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company establishes liabilities for income tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These liabilities for tax contingencies are established when the Company believes that a tax position is not more likely than not sustainable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of uncertain tax liabilities and changes in liabilities that are considered appropriate. The Company has not provided for deferred taxes on approximately $24,600 of undistributed earnings from foreign subsidiaries as of March 31, 2022. The Company has not provided for any additional deferred taxes with respect to items such as foreign withholding taxes, state income tax, or foreign exchange gain or loss that would be due when cash is repatriated to the U.S. because those foreign earnings are considered permanently reinvested in the business or may be remitted substantially free of any additional taxes. Because of the various avenues to repatriate the earnings, the determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings, if eventually remitted, is not practicable. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended March 31, 2022, 2021, and 2020, is as follows: Year ended March 31, 2022 2021 2020 Balance at April 1 $ 1,372 $ 787 $ 788 Additions for tax positions of prior years 52 585 — Reductions for tax positions of prior years — — (1) Balance at March 31 $ 1,424 $ 1,372 $ 787 Included in the net deferred income tax assets / (liabilities) balances at March 31, 2022, 2021, and 2020, on our consolidated balance sheets are $1,424, $1,372, and $787, respectively, of unrecognized tax benefits, which would affect the annual effective tax rate if recognized. The Company recognized $59, $23, and $33 for interest and penalties on uncertain income tax liabilities in income tax expense for the years ended March 31, 2022, 2021, and 2020, respectively. The Company does not expect the amount of unrecognized tax benefits to change significantly in the next twelve months. The Company’s U.S. federal, state, and foreign income tax returns generally remain subject to examination for the tax years ended 2017 through 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Acquisition Purchase Price Liability As of March 31, 2022, the Company re-evaluated the fair value of the Fyber Acquisition contingent earn-out consideration and recognized an acquisition purchase price liability of $50,000 on its consolidated balance sheet as of March 31, 2022. The Company settled the obligation through the issuance of approximately 1,200,000 shares of the Company's common stock subsequent to its fiscal year ended March 31, 2022. See Note 3, "Acquisitions," for additional discussion regarding the Fyber earn-out payment. Hosting Agreements The Company enters into hosting agreements with service providers and in some cases, those agreements include minimum commitments that require the Company to purchase a minimum amount of service over a specified time period ("the minimum commitment period"). The minimum commitment period is generally one-year in duration and the hosting agreements include multiple minimum commitment periods. Our minimum purchase commitments under these hosting agreements total approximately $212,572 over the next five years. Legal Matters The Company may be involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in the ordinary course of its business. The Company accrues a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these accruals at least quarterly and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained and the Company's views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in the Company's accrued liabilities would be recorded in the period in which such determination is made. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and, therefore, accruals have not been made. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and ConsolidationThe accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. |
Consolidation | The Company consolidates the financial results and reports non-controlling interests representing the economic interests held by other equity holders of subsidiaries that are not 100% owned by the Company. The calculation of non-controlling interests excludes any net income / (loss) attributable directly to the Company. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include the determination of gross versus net revenue reporting, allowance for credit losses, stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair value of contingent earn-out considerations (please see Note 13, "Commitments and Contingencies," for further information on the fair value of the Company's contingent earn-out considerations), incremental borrowing rates for right-of-use assets and lease liabilities, and tax valuation allowances. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different conditions. |
Revenue Recognition | Revenue Recognition The Company generates revenue from transactions for the purchase and sale of digital advertising inventory through our various platforms and service offerings. Generally, our revenue is based on a percentage of the ad spend through our platforms, although for certain service offerings, we receive a fixed cost-per-thousand ("CPM") or cost-per-install ("CPI") for ad impressions sold or app installs completed. We recognize revenue upon fulfillment of our performance obligation to our customers, which generally occurs at the point in time when an ad is rendered or an end user action, such as an app install, is completed. ODM - Carriers and OEMs The Company enters contracts with OEMs for our On Device Media ("ODM") segment to help the customer control, manage, and monetize the mobile device through the marketing of application slots or advertisement space/inventory to advertisers and delivering the applications or advertisements to the mobile device. The Company generally offers these services under a revenue share model or, to a lesser extent, a customer contract per-device license fee model for a two-to-four-year software as a service ("SaaS") license agreement. These agreements typically include the following services: the access to a SaaS platform, hosting, solution features, and general support and maintenance. The Company has concluded that each promised service is delivered concurrently, interdependently, and continuously with all other promised services over the contract term and, as such, has concluded these promises are a single performance obligation that is delivered to the customer over a series of distinct service periods over the contract term. The Company meets the criteria for overtime recognition because the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs, and the same method would be used to measure progress over each distinct service period. The fees for such services are not known at contract inception but are measurable during each distinct service period. The Company's contracts do not include advance non-refundable fees. The Company’s fees for these services are based upon a revenue-share arrangement with the carrier or OEM. Both parties have agreed to share the revenue earned from third-party advertisers, discussed below, for these services. ODM - Third-Party Advertisers The Company generally offers these services through cost-per-install ("CPI"), cost-per-placement ("CPP"), and/or cost-per-action ("CPA") arrangements with third-party advertisers, developers, agencies, and advertising aggregators, generally in the form of insertion orders. The insertion orders specify the type of arrangement and additional terms such as advertising campaign budgets and timelines as well as any constraints on advertising types. These customer contracts can be open ended with regard to length of time and can renew automatically unless terminated; however, specific advertising campaigns are generally short-term in nature. These agreements typically include the delivery of applications to home screens of mobile devices. Access to inventory of application slots is allocated by carriers or OEMs in the contracts identified above. The Company controls these application slots and markets it on behalf of the carriers and OEMs to the advertisers. The Company has concluded that the performance obligation within the contract is complete upon delivery of the application to the device. Revenue recognition related to CPI and CPA arrangements is dependent upon an action of the end user. As a result, the transaction price is variable and is fully constrained until an install or action occurs. ODM - Programmatic Advertising and Targeted Media Delivery The Company generally offers these services under CPM impression arrangements and page-view arrangements. Through its mobile phone first screen applications and mobile web portals, the Company markets ad space/inventory within its content products for display advertising. The ad space/inventory is allocated to the Company through arrangement with the carrier or OEM in the contracts discussed above. The Company controls this ad space/inventory and markets it on behalf of the carriers and OEMs to the advertisers. The Company’s advertising customers can bid on each individual display ad and the highest bid wins the right to fill each ad impression. Advertising agencies acting on the behalf of advertisers bid on the ad placement via the Company’s advertising exchange customers. When the bid is won, the ad will be received and placed on the mobile device by the Company. The entire process happens almost instantaneously and on a continuous basis. The advertising exchanges bill and collect from the winning bidders and provide daily and monthly reports of the activity to the Company. The Company has concluded that the performance obligation is satisfied at the point in time upon delivery of the advertisement to the device based on the impressions or page-view arrangement, as defined in the contract. Through its mobile phone first screen applications and mobile web portals, the Company’s software platform also recommends sponsored content to mobile phone users and drives web traffic to a customer's website. The Company markets this content to content sponsors, such as Outbrain or Taboola, similarly to the marketing of ad space/inventory. This sponsored content takes the form of articles, graphics, pictures, and similar content. The Company has concluded that the performance obligation within the contract is complete upon delivery of the content to the mobile device. IAM-A and IAM-F - Marketplace The Company, through its IAM-A and IAM-F segments provide platforms that allow demand-side platforms (“DSPs”) and publishers to buy and sell ad inventory, respectively, in a programmatic, real-time bidding ("RTB") auction. The Company generally contracts with DSPs through an RTB Ad Exchange Agreement (“Exchange Agreement”). It also separately contracts with publishers through an Advertising insertion order or service order to provide access to its auction platform and the ad inventory available through the platform. The auction is held when ad inventory becomes available. AdColony will send bid requests to various DSPs, which may choose to bid on the available ad inventory. Once a DSP wins an auction, it must deliver an ad, which is generally served through the Company's software development kits (“SDK”). The entire auction process is nearly instantaneous. The Company bills the DSP based on the total number of impressions and the bid price. It then remits the payment to the publishers, net of a revenue share agreed with the publisher that is generally a percentage of the DSPs’ total spending with the publisher through the platform. The Company has concluded that the performance obligation is the continuous provisioning access to the Company's auction platform. The transaction price is variable and is fully constrained until an auction concludes and the ad is served. IAM-A - Brand and Performance The Company, through its IAM-A segment for its Brand and Performance offerings, contracts directly with advertisers or agencies. through insertion orders, that require the Company to fulfill advertising campaigns by identifying and purchasing targeted ad inventory and serving ads on behalf of the advertiser. The insertion orders or addendum communications provide advertising campaign details, such as campaign start and end date, target demographics, maximum budget, and rate. Rates are generally based on an end user action (CPI) or on a CPM basis. Revenue is recognized based on the rate and the number of impressions or end user actions at the time the ad is rendered, or when the end user action is completed. Principal vs Agent Reporting The determination of whether we act as a principal or as an agent in a transaction requires significant judgement and is based on an assessment of the terms of customer arrangements, how the Company's technology operates in satisfying the performance obligations in the customer contracts and the relevant accounting guidance. When we are the principal in a transaction, revenue is reported on a gross basis, which is the amount billed to DSPs, advertisers, and agencies. When we are an agent in a transaction, revenue is reported net of license fees and revenue share paid to app publishers or developers. The Company has determined that it is a principal for its advertiser services for application management and programmatic advertising and targeted media delivery when it controls the application slots or ad space/inventory. This is because it has been allocated such slots or space from the carrier or OEM and is responsible for marketing or monetizing the slots or space. The advertisers look to the Company to acquire such slots or space, and the Company’s software is used to deliver the applications, ads or content to the mobile device. The Company also may manage application or ad campaigns of advertisers associated with these services. If the applications or advertisements are not delivered to the mobile device or the Company doesn’t comply with certain policies of the advertiser, the Company would be responsible and would have to indemnify the customer for these issues. The Company also has discretion in setting the price of the slots or space based on market conditions, collects the transaction prices, and remits the revenue-share percentage of the transaction price to the carrier or OEM. The Company recognizes the transaction price received from advertisers, content providers, or websites gross and the carrier or OEM share of such transaction price as costs of revenue - license fees and revenue share - in the accompanying consolidated statements of operations and comprehensive income / (loss). The carrier or OEM may have the right to market and sell application slots or ad space to advertisers using the Company’s software. The carrier or OEM will share revenue with the Company when it does so. The Company recognizes the revenue shared by the carrier or OEM on a net basis as the Company is not considered the primary obligor in these transactions. The Company has determined that it is a principal for its Brand and Performance offerings as the advertisers or agencies provide parameters for their target audiences, as well as a budget for ad campaigns. Once an advertiser or advertising agency provides its specifications, the Company has the discretion to fulfill the campaign by utilizing its data and proprietary technology. The Company controls the service because it has the ultimate discretion in purchasing ad inventory; and once an ad inventory slot is purchased, filling that ad inventory slot. As a result, the Company reports the revenue billed to advertisers and agencies on a gross basis and revenue shares paid to publishers as license fees and revenue share expense. |
Segment Reporting | Segment Reporting Prior to the acquisitions of AdColony and Fyber, the Company had one operating and reportable segment called Media Distribution. As a result of the acquisitions, the Company reassessed its operating and reportable segments in accordance with ASC 280, Segment Reporting . Effective April 1, 2021, the Company reports its results of operations through the three segments disclosed in Note 4, "Segment Information," each of which represents a reportable segment. |
Software Development Costs | Software Development Costs The Company applies the principles of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. At this time, we do not invest significant capital into the research and development phase of new products and features as the technological feasibility aspect of our platform products has either already been met or is met very quickly. The Company has adopted the “tested working model” approach to establish technological feasibility for its products. Under this approach, the Company does not consider a product in development to have passed the technological feasibility milestone until the Company has completed a model of the product that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. The Company capitalizes costs related to the development of software to be sold, leased, or otherwise marketed as we believe we have met the "tested working model" threshold. Development costs continue to be capitalized until the related software is released. The Company considers the following factors in determining whether costs can be capitalized: the emerging nature of the mobile market; the gradual evolution of the wireless carrier platforms and mobile phones for which it develops products; the uncertainty regarding a product’s revenue-generating potential; its lack of control over carrier distribution channels; and its historical practice of canceling products at any stage of the development process. After products and features are released, all product maintenance costs are expensed. The Company also applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“ASC 350-40”). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the functions intended. |
Stock-Based Compensation | Stock-Based Compensation We have applied FASB ASC 718 Share-Based Payment (“ASC 718”) and accordingly, we record stock-based compensation expense for all our stock-based awards. Under ASC 718, we estimate the fair value of stock options granted using the Black-Scholes model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The amount of expense recognized represents the expense associated with the stock options we expect to ultimately vest based upon an estimated rate of forfeitures; this rate of forfeitures is updated as necessary and any adjustments needed to recognize the fair value of options that actually vest or are forfeited are recorded. The Black-Scholes model, used to estimate the fair value of an award, requires the input of subjective assumptions, including the expected volatility of our common stock, interest rates, dividend rates and an option’s expected life. As a result, the financial statements include amounts that are based upon our best estimates and judgments relating to the expenses recognized for stock-based compensation. The Company grants restricted stock units ("RSUs") subject to performance conditions that vest based on the satisfaction of the conditions of the award. The fair value of performance-based awards is determined using the market closing price on the grant date as well as the Company's judgment of likely future performance, which impacts the total number of RSUs that will be issued to the employees. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740-10, Accounting for Income Taxes (“ASC 740-10”), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns. Under ASC 740-10, the Company determines deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of assets and liabilities along with net operating losses, if it is more likely than not the tax benefits will be realized using the enacted tax rates in effect for the year in which it expects the differences to reverse. To the extent a deferred tax asset cannot be realized, a valuation allowance is established. ASC 740-10 prescribes that a company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the “more-likely-than-not” recognition threshold should be measured as the largest amount of the tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. We recognize interest and penalties related to income tax matters as a component of the provision for income taxes. The Company is required to evaluate its ability to realize its deferred tax assets using all available evidence, both positive and negative, and determine if a valuation allowance is needed. Further, ASC 740-10-30-18 outlines the four possible sources of taxable income that may be available to realize a tax benefit for deductible temporary differences and carry-forwards. The sources of taxable income are listed below from least to most subjective: • Future reversals of existing taxable temporary differences • Future taxable income exclusive of reversing temporary differences and carryforwards • Taxable income in prior carryback year(s) if carryback is permitted under the tax law • Tax-planning strategies that would, if necessary, be implemented to, for example: ◦ Accelerate taxable amounts to utilize expiring carryforwards ◦ Change the character of taxable or deductible amounts from ordinary income or loss to capital gain or loss ◦ Switch from tax-exempt to taxable investments |
Foreign Currency Translation | Foreign Currency TranslationThe Company uses the United States dollar for financial reporting purposes. Some of our foreign subsidiaries use their local currency as their functional currency. Assets and liabilities of foreign operations are translated using current rates of exchange prevailing at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transaction occurred. Statement of Operations amounts are translated at average rates in effect for the reporting period. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid short-term investments purchased with a maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable The Company maintains reserves for current expected credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. |
Fair Value of Financial instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value, based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Observable inputs are based on market data obtained from independent sources. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The carrying amounts of certain financial instruments, such as cash equivalents, short term investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities. The carrying value of our debt, exclusive of capitalized debt issuance costs, approximates fair value due to the variable nature of the interest rates. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: • Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access at the measurement date. • Level 2 - Inputs, other than the quoted prices required for Level 1, that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. • Level 3 - Unobservable inputs. Certain long-lived assets, including capitalized software development costs, are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are the lesser of 8-to-10 years or the term of the lease for leasehold improvements and 3-to-5 years for other assets. |
Leases | Leases Under Leases (Topic 842), we determine if an arrangement is a lease at inception. Right-of-use ("ROU") assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our incremental borrowing rate is a hypothetical rate based on our understanding of what our credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. Our lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants. |
Business Combinations | Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and future expected cash flows from acquired advertiser or publisher relationships, acquired technology, acquired patents, and acquired trade names from a market participant perspective. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects Company amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Goodwill and Indefinite Life Intangible Assets | Goodwill and Indefinite-Life Intangible Assets Goodwill represents the excess of cost over fair value of net assets of businesses acquired. In accordance with FASB ASC 350-20, Goodwill and Other Intangible Assets , the values assigned to goodwill and indefinite-lived intangible assets, including trademarks and trade names, through ASC 805, Business Combinations , are not amortized to expense, but rather evaluated on an at least annual basis to determine if there are potential impairments. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit goodwill is less than the carrying value. If the fair value of an indefinite-lived intangible (such as trademarks and trade names) is less than its carrying amount, an impairment loss is recorded. Fair value is determined based on discounted cash flows, market multiples or appraised values, as appropriate. Discounted cash flow analysis requires assumptions about the timing and amount of future cash inflows and outflows, risk, the cost of capital, and terminal values. Each of these factors can significantly affect the value of the intangible asset. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management’s judgment. Any changes in key assumptions about the Company’s businesses and their prospects, or changes in market conditions, could result in an impairment charge. Some of the more significant estimates and assumptions inherent in the intangible asset valuation process include: the timing and amount of projected future cash flows; the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the asset’s life-cycle and the competitive trends impacting the asset, including consideration of any technical, legal or regulatory trends. Goodwill values assigned through ASC 805, Business Combinations , related to the acquisitions are subject to adjustments prior to the finalization of the purchase price accounting not to exceed one year from the date of acquisition. |
Impairment of Long-Lived Assets and Finite Life Intangibles | Impairment of Long-Lived Assets and Finite-Life Intangibles Long-lived assets, including intangible assets subject to amortization, primarily consist of customer relationships and developed technology that have been acquired and are amortized using the straight-line method over their useful lives, ranging from five Accounting for the Impairment or Disposal of Long-Lived Assets , whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Preferred Stock | Preferred Stock The Company applies the guidance enumerated in FASB ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”), when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value in accordance with ASC 480-10. All other issuances of preferred stock are subject to the classification and measurement principles of ASC 480-10. Accordingly, the Company classifies conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ equity. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposits and accounts receivable. A significant portion of the Company’s cash was held at four major financial institutions as of March 31, 2022, and one major financial institution as of March 31, 2021, that management assessed to be of high credit quality. Three of the major financial institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250 per depository account. The fourth major financial institution is located outside the United States and, therefore, not subject to the jurisdiction of the FDIC. As of March 31, 2022 and 2021, the Company had $124,412 and $27,128 in excess of the FDIC-insured limit, respectively. The Company has not experienced any losses in such accounts. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ASU 2019-12 In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The Company adopted this guidance as of April 1, 2021. ASU 2019-12 did not have a material impact on the Company's consolidated financial statements upon adoption. ASU 2020-04 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying generally accepted accounting principles ("GAAP") to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Inter-Bank Offered Rate ("LIBOR") or by another reference rate expected to be discontinued. The amendments are effective for all entities through December 31, 2022, and can be adopted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company is continuing to assess ASU 2020-04 and its impact on the Company's consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed at the date of acquisition are presented on a preliminary basis and are as follows 1 : May 25, 2021 Measurement Period Adjustments May 25, 2021 Assets acquired Cash $ 71,489 $ — $ 71,489 Accounts receivable 64,877 166 65,043 Other current assets 10,470 — 10,470 Property and equipment 1,561 — 1,561 Right-of-use asset 13,191 — 13,191 Publisher relationships 106,400 (95) 106,305 Developed technology 86,900 — 86,900 Trade names 32,100 474 32,574 Customer relationships 31,400 — 31,400 Favorable lease 1,483 — 1,483 Goodwill 303,015 (4,032) 298,983 Other non-current assets 851 — 851 Total assets acquired $ 723,737 $ (3,487) $ 720,250 Liabilities assumed Accounts payable $ 78,090 $ (1,501) $ 76,589 Accrued license fees and revenue share 5,929 — 5,929 Accrued compensation 52,929 — 52,929 Other current liabilities 12,273 (1,739) 10,534 Short-term debt 25,789 — 25,789 Deferred tax liability, net 25,213 2,167 27,380 Other non-current liabilities 15,386 — 15,386 Total liabilities assumed $ 215,609 $ (1,073) $ 214,536 Total purchase price $ 508,128 $ (2,414) $ 505,714 The fair values of the assets acquired and liabilities assumed at the date of acquisition are presented on a preliminary basis and are as follows: April 29, 2021 Measurement Period Adjustments April 29, 2021 Assets acquired Cash $ 24,793 $ — $ 24,793 Accounts receivable 57,285 — 57,285 Other current assets 1,845 — 1,845 Property and equipment 1,566 — 1,566 Right-of-use asset 2,460 — 2,460 Customer relationships 102,400 (600) 101,800 Developed technology 51,100 — 51,100 Trade names 36,100 (100) 36,000 Publisher relationships 4,400 — 4,400 Goodwill 202,552 (3,502) 199,050 Other non-current assets 131 — 131 Total assets acquired $ 484,632 $ (4,202) $ 480,430 Liabilities assumed Accounts payable $ 21,140 $ — $ 21,140 Accrued license fees and revenue share 28,920 — 28,920 Accrued compensation 8,453 — 8,453 Other current liabilities 1,867 — 1,867 Deferred tax liability, net 10,520 (2,377) 8,143 Other non-current liabilities 1,770 — 1,770 Total liabilities assumed $ 72,670 $ (2,377) $ 70,293 Total purchase price $ 411,962 $ (1,825) $ 410,137 |
Summary of Pro Forma Information | The pro forma information includes adjustments to record the assets and liabilities associated with the Acquisitions at their respective fair values, which are preliminary at this time, based on available information and to give effect to the financing for the Acquisitions. Year ended March 31, 2022 2021 Unaudited Unaudited (in thousands, except per share amounts) Net revenue $ 769,993 $ 544,496 Net income attributable to controlling interest $ 16,504 $ 47,096 Basic net income attributable to controlling interest per common share $ 0.17 $ 0.51 Diluted net income attributable to controlling interest per common share $ 0.16 $ 0.47 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | A summary of segment information follows: Year ended March 31, 2022 ODM IAM-A IAM-F Elimination Consolidated Net revenue $ 502,636 $ 169,725 $ 92,611 $ (17,376) $ 747,596 License fees and revenue share 304,673 83,351 — (17,376) 370,648 Segment profit $ 197,963 $ 86,374 $ 92,611 $ — $ 376,948 Year ended March 31, 2021 ODM IAM-A IAM-F Elimination Consolidated Net revenue $ 313,579 $ — $ — $ — $ 313,579 License fees and revenue share 178,649 — — — 178,649 Segment profit $ 134,930 $ — $ — $ — $ 134,930 Year ended March 31, 2020 ODM IAM-A IAM-F Elimination Consolidated Net revenue $ 138,715 $ — $ — $ — $ 138,715 License fees and revenue share 83,588 — — — 83,588 Segment profit $ 55,127 $ — $ — $ — $ 55,127 |
Schedule of Long-lived Assets by Geographic Areas | Long-lived assets, excluding deferred tax assets and intangible assets, by region follow: March 31, 2022 March 31, 2021 United States and Canada $ 25,946 $ 12,995 Europe, Middle East, and Africa 5,086 40 Asia Pacific and China 54 15 Mexico, Central America, and South America — — Consolidated property and equipment, net $ 31,086 $ 13,050 |
Schedule of Revenue by Geographic Areas | Net revenue by geography is based on the billing addresses of the Company's customers and a reconciliation of disaggregated revenue by segment follows: Year ended March 31, 2022 ODM IAM-A IAM-F Total United States and Canada $ 285,062 $ 79,303 $ 52,867 $ 417,232 Europe, Middle East, and Africa 132,040 75,526 23,887 231,453 Asia Pacific and China 72,245 12,236 15,646 100,127 Mexico, Central America, and South America 13,289 2,660 211 16,160 Elimination — — — (17,376) Consolidated net revenue $ 502,636 $ 169,725 $ 92,611 $ 747,596 Year ended March 31, 2021 ODM IAM-A IAM-F Total United States and Canada $ 193,804 $ — $ — $ 193,804 Europe, Middle East, and Africa 79,752 — — 79,752 Asia Pacific and China 34,774 — — 34,774 Mexico, Central America, and South America 5,249 — — 5,249 Consolidated net revenue $ 313,579 $ — $ — $ 313,579 Year ended March 31, 2020 ODM IAM-A IAM-F Total United States and Canada $ 90,245 $ — $ — $ 90,245 Europe, Middle East, and Africa 34,970 — — 34,970 Asia Pacific and China 11,865 — — 11,865 Mexico, Central America, and South America 1,635 — — 1,635 Consolidated net revenue $ 138,715 $ — $ — $ 138,715 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill, net, by segment follows: ODM IAM-A IAM-F Consolidated Goodwill as of March 31, 2021 $ 80,176 $ — $ — $ 80,176 Purchase of AdColony — 199,050 — 199,050 Purchase of Fyber — — 298,983 298,983 Foreign currency translation and other — (15,204) (3,213) (18,417) Goodwill as of March 31, 2022 $ 80,176 $ 183,846 $ 295,770 $ 559,792 |
Components of Intangible Assets | The components of intangible assets as of March 31, 2022, and March 31, 2021, were as follows: As of March 31, 2022 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.01 years $ 171,060 $ (19,636) $ 151,424 Developed technology 6.26 years 144,581 (18,103) 126,478 Trade names 3.33 years 69,205 (8,523) 60,682 Publisher relationships 18.77 years 106,514 (4,509) 102,005 Total $ 491,360 $ (50,771) $ 440,589 As of March 31, 2021 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 16.81 years $ 46,400 $ (4,171) $ 42,229 Developed technology 9.12 years 20,526 (11,141) 9,385 Trade names 9.92 years 2,000 (314) 1,686 Total $ 68,926 $ (15,626) $ 53,300 |
Schedule of Future Amortization Expense | Estimated amortization expense in future fiscal years is expected to be: Fiscal year 2023 $ 64,259 Fiscal year 2024 64,259 Fiscal year 2025 54,601 Fiscal year 2026 34,180 Fiscal year 2027 34,180 Thereafter 189,110 Total $ 440,589 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | March 31, 2022 March 31, 2021 Billed $ 189,208 $ 28,636 Unbilled 82,324 38,837 Allowance for credit losses (8,393) (5,488) Accounts receivable, net $ 263,139 $ 61,985 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | March 31, 2022 March 31, 2021 Computer-related equipment $ 2,855 $ 2,263 Developed software 41,011 18,473 Furniture and fixtures 1,836 714 Leasehold improvements 3,687 2,182 Property and equipment, gross 49,389 23,632 Accumulated depreciation (18,303) (10,582) Property and equipment, net $ 31,086 $ 13,050 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | Schedule, by fiscal year, of maturities of lease liabilities as of: March 31, 2022 Fiscal year 2023 $ 4,537 Fiscal year 2024 4,059 Fiscal year 2025 2,974 Fiscal year 2026 2,519 Fiscal year 2027 1,319 Thereafter 1,519 Total undiscounted cash flows 16,927 (Less imputed interest) (1,393) Present value of lease liabilities $ 15,534 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes borrowings under the Company's debt obligations and the associated interest rates: March 31, 2022 Balance Interest Rate Unused Line Fee BoA Revolver (subject to variable rate) $ 524,134 2.41 % 0.20 % Fyber - Bank Leumi (subject to variable rate) $ 12,500 6.10 % 0.60 % Debt obligations on the consolidated balance sheets consist of the following: March 31, 2022 March 31, 2021 Revolver $ 524,134 $ 15,000 Less: Debt issuance costs (3,349) (443) Debt assumed through Fyber Acquisition 12,500 — Total debt, net 533,285 14,557 Less: Current portion of debt (12,500) (14,557) Non-current debt $ 520,785 $ — Year ended March 31, 2022 2021 2020 Interest income / (expense), net $ (7,571) $ (1,003) $ 35 Amortization of debt issuance costs (715) — 6 Unused line of credit fees and other (209) — — Total interest income / (expense), net $ (8,495) $ (1,003) $ 41 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Aggregate Intrinsic Value Options outstanding as of March 31, 2021 8,146,445 $ 4.01 6.86 $ 622,249 Granted 691,957 70.67 Exercised (1,312,460) 3.28 Forfeited / Expired (402,642) 26.55 Options outstanding as of March 31, 2022 7,123,300 $ 9.33 6.11 $ 262,419 Exercisable as of March 31, 2022 5,714,938 $ 4.93 5.56 $ 227,050 |
Summary of RSU Activity | The following table summarizes restricted stock unit ("RSU") and restricted stock award ("RSA") activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested restricted shares outstanding as of March 31, 2021 333,544 $ 4.55 Granted 388,405 39.71 Vested (319,356) 4.94 Forfeited (29,292) 49.68 Unvested restricted shares outstanding as of March 31, 2022 373,301 $ 35.82 |
Schedule of Market-based Assumptions | The assumptions utilized in this model during fiscal years 2022, 2021, and 2020 are presented below. Year ended March 31, 2022 2021 2020 Risk-free interest rate 0.63% to 1.77% 0.21% to 0.66% 0.64% to 2.25% Expected life of the options 4.82 to 5.27 years 4.93 to 5.23 years 5.02 to 9.83 years Expected volatility 72% to 72% 64% to 72% 64% to 66% Expected dividend yield —% —% —% |
Schedule of Intrinsic Value of Stock Option | Total fair value of options vested and total intrinsic value of options exercised was as follows for the fiscal years presented: Year ended March 31, 2022 2021 2020 Total fair value of options vested $ 11,495 $ 4,816 $ 2,577 Total intrinsic value of options exercised (a) $ 68,163 $ 97,603 $ 10,890 (a) The total intrinsic value of options exercised represents the total pre-tax intrinsic value (the difference between the stock price at exercise and the exercise price multiplied by the number of options exercised) that was received by the option holders who exercised their options during the fiscal year. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share of Common Stock | The following table sets forth the computation of basic and diluted net income per share of common stock (in thousands, except per share amounts): Year ended March 31, 2022 2021 2020 Net income from continuing operations, net of taxes 35,569 54,884 14,280 Less: net income attributable to non-controlling interest 23 — — Net income attributable to Digital Turbine, Inc. $ 35,546 $ 54,884 $ 14,280 Weighted-average common shares outstanding, basic 95,198 88,514 84,594 Basic net income per common share $ 0.37 $ 0.61 $ 0.17 Weighted-average common shares outstanding, diluted 102,640 96,151 89,558 Diluted net income per common share $ 0.35 $ 0.57 $ 0.16 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | The provision / (benefit) for income taxes by taxing jurisdiction was as follows: Year ended March 31, 2022 2021 2020 Current U.S. federal $ 236 $ — $ — Current state and local 703 204 182 Current non-U.S. 7,439 38 (55) Total current 8,378 242 127 Deferred U.S. federal 1,485 (13,185) (7,928) Deferred state and local (1,350) (204) (2,624) Deferred non-U.S. (110) 120 50 Total deferred 25 (13,269) (10,502) Total income tax provision / (benefit) $ 8,403 $ (13,027) $ (10,375) |
Reconciliation of Income Tax Expense Between Statutory U S Income Tax Rate With Actual Income Tax Provision | A reconciliation of income tax expense using the statutory U.S. income tax rate compared with the actual income tax provision follows: Year ended March 31, 2022 2021 2020 Statutory federal income taxes $ 9,256 $ 8,819 $ 741 State income taxes, net of federal benefit 938 (1,284) 144 Non-deductible expenses 2,891 926 272 Change in warrant liability — — 2,012 Change in Mobile Posse earn-out — 3,238 — Change in Fyber earn-out 10,500 — — Change in AdColony earn-out (1,872) — — Excess deductions for stock compensation (9,946) (16,523) (1,384) Change in uncertain tax liability 52 591 32 Change in valuation allowance (1,503) (11,223) (12,262) Foreign rate differential (1,554) — — Return-to-provision adjustments (454) 2,243 — Other miscellaneous 95 186 70 Income tax provision / (benefit) $ 8,403 $ (13,027) $ (10,375) |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: Year ended March 31, 2022 2021 2020 Deferred income tax assets Net operating loss carry-forward $ 76,219 $ 25,630 $ 21,913 Stock-based compensation 3,765 1,675 3,775 Accrued compensation 3,724 1,968 1,069 Other 1,700 1,919 1,215 Gross deferred income tax assets 85,408 31,192 27,972 Valuation allowance (19,914) (5,287) (15,977) Net deferred income tax assets 65,494 25,905 11,995 Deferred income tax liabilities Depreciation and amortization (5,795) (2,627) (1,648) Intangibles and goodwill (79,675) (10,315) (10,356) Net deferred income tax assets / (liabilities) $ (19,976) $ 12,963 $ (9) Fiscal year 2020 amounts recast for immaterial differences to match reported financial statements. |
Summary of Operating Loss Carryforwards | The following details the scheduled expiration dates of the Company's net operating loss (NOL) carryforwards: 2023 Through 2032 2033 Through 2042 Indefinite Total U.S. federal NOLs $ — $ 109,905 $ 71,021 $ 180,926 State taxing jurisdictions NOLs 5,601 129,890 492 135,983 Non-U.S. NOLs — — 108,111 108,111 Total, net $ 5,601 $ 239,795 $ 179,624 $ 425,020 |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended March 31, 2022, 2021, and 2020, is as follows: Year ended March 31, 2022 2021 2020 Balance at April 1 $ 1,372 $ 787 $ 788 Additions for tax positions of prior years 52 585 — Reductions for tax positions of prior years — — (1) Balance at March 31 $ 1,424 $ 1,372 $ 787 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Detail) | 12 Months Ended | ||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Significant Accounting Policies [Line Items] | |||
Revenue, contract terms | customer contract per-device license fee model for a two-to-four-year software as a service ("SaaS") license agreement | ||
Number of reportable segments | segment | 3 | 1 | |
Software costs capitalized | $ 23,784,000 | $ 8,859,000 | $ 1,453,000 |
Foreign currency translation loss | 39,395,000 | 312,000 | 235,000 |
Asset impairment charges | 0 | 0 | $ 0 |
Cash, uninsured amount | $ 124,412,000 | $ 27,128,000 | |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Intangible assets, useful life | 5 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Intangible assets, useful life | 18 years | ||
Developed software | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful lives | 3 years | ||
Leasehold improvements | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful lives | 8 years | ||
Leasehold improvements | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful lives | 10 years | ||
Other assets | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful lives | 3 years | ||
Other assets | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful lives | 5 years | ||
Customer A | Accounts Receivable | Customer Concentration | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk | 13.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Jan. 15, 2022USD ($) | Oct. 26, 2021USD ($) | Sep. 30, 2021USD ($)shares | Jul. 16, 2021USD ($)shares | Jun. 17, 2021USD ($)shares | May 25, 2021USD ($)shares | Apr. 29, 2021USD ($) | Mar. 02, 2021USD ($) | May 31, 2022shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)shares | Mar. 31, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jul. 31, 2021€ / shares |
Business Acquisition [Line Items] | ||||||||||||||||||
Change in estimate of remaining contingent consideration | $ 41,087,000 | $ 15,751,000 | $ 0 | |||||||||||||||
Payment for contingent consideration liability | 0 | $ 16,956,000 | $ 0 | |||||||||||||||
Revolving credit facility | Credit Agreement, BoA | Line of credit | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Proceeds from line of credit | $ 179,000,000 | |||||||||||||||||
Fyber | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Percentage of voting interests acquired | 95.10% | |||||||||||||||||
Total consideration | $ 600,000,000 | |||||||||||||||||
Payment to acquire business | $ 124,336,000 | $ 150,000,000 | ||||||||||||||||
Business acquisition, stock issued (in shares) | shares | 18,000 | 1,040,364 | 1,500,000 | 3,216,935 | 59,289 | 5,775,299 | ||||||||||||
Business acquisition, value of stock issued | $ 64,253,000 | $ 92,640,000 | $ 198,678,000 | $ 3,662,000 | $ 359,233,000 | |||||||||||||
Contingent consideration, revenue threshold, minimum | 100,000,000 | |||||||||||||||||
Estimated contingent consideration, maximum | $ 50,000,000 | |||||||||||||||||
Business acquisition, stock reduction (in shares) | shares | 41,289 | |||||||||||||||||
Change in estimate of remaining contingent consideration | 50,000,000 | |||||||||||||||||
Additional equity interest purchased | $ 18,341,000 | |||||||||||||||||
Cumulative voting interest acquired | 99.50% | 99.50% | 99.50% | |||||||||||||||
Goodwill adjustment, decrease | $ 4,032,000 | |||||||||||||||||
Acquisition costs | $ 18,698,000 | |||||||||||||||||
Fyber | Subsequent event | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Settlement of contingent consideration liability (in shares) | shares | 1,200,000 | |||||||||||||||||
Fyber | Plan | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, stock issued (in shares) | shares | 5,816,588 | |||||||||||||||||
Fyber | Minority Fyber Shareholders | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, per share price (in EUR per share) | € / shares | € 0.84 | |||||||||||||||||
Fyber | Publisher relationships | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 20 years | |||||||||||||||||
Fyber | Developed technology | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 7 years | |||||||||||||||||
Fyber | Trade names | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 7 years | |||||||||||||||||
Fyber | Customer relationships | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 3 years | |||||||||||||||||
AdColony | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Payment to acquire business | $ 98,175,000 | $ 100,000,000 | ||||||||||||||||
Estimated contingent consideration, maximum | 225,000,000 | |||||||||||||||||
Change in estimate of remaining contingent consideration | $ (8,913,000) | |||||||||||||||||
Goodwill adjustment, decrease | $ 3,502,000 | |||||||||||||||||
Acquisition costs | $ 4,214,000 | |||||||||||||||||
Acquisition purchase price liabilities, unpaid cash consideration | $ 100,000,000 | |||||||||||||||||
Acquisition purchase price liabilities, unpaid cash consideration, payment term | 6 months | |||||||||||||||||
Estimated contingent consideration, minimum | $ 200,000,000 | |||||||||||||||||
Contingent consideration | $ 204,500,000 | $ 204,500,000 | $ 204,500,000 | $ 204,500,000 | ||||||||||||||
Payment for contingent consideration liability | $ 204,500,000 | |||||||||||||||||
AdColony | Publisher relationships | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 10 years | |||||||||||||||||
AdColony | Developed technology | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 7 years | |||||||||||||||||
AdColony | Trade names | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 7 years | |||||||||||||||||
AdColony | Minimum | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Total consideration | $ 400,000,000 | |||||||||||||||||
AdColony | Minimum | Customer relationships | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 8 years | |||||||||||||||||
AdColony | Maximum | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Total consideration | $ 425,000,000 | |||||||||||||||||
AdColony | Maximum | Customer relationships | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets acquired, useful life | 15 years | |||||||||||||||||
Appreciate | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Total consideration | $ 20,003,000 | |||||||||||||||||
Business combination, retention bonus liability recognized | 6,000,000,000 | |||||||||||||||||
Goodwill, tax deductible | $ 0 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Detail) $ in Thousands | 10 Months Ended | 11 Months Ended | ||||
Mar. 31, 2022USD ($) | Mar. 31, 2022USD ($) | May 25, 2021USD ($) | Apr. 29, 2021USD ($) | Mar. 31, 2021USD ($) | Feb. 28, 2020USD ($) | |
Assets acquired | ||||||
Goodwill | $ 559,792 | $ 559,792 | $ 80,176 | |||
Liabilities assumed | ||||||
Deferred tax liability, net | $ 10,552 | |||||
Fyber | ||||||
Assets acquired | ||||||
Cash | 71,489 | 71,489 | $ 71,489 | |||
Accounts receivable | 65,043 | 65,043 | 64,877 | |||
Other current assets | 10,470 | 10,470 | 10,470 | |||
Property and equipment | 1,561 | 1,561 | 1,561 | |||
Right-of-use asset | 13,191 | 13,191 | 13,191 | |||
Goodwill | 298,983 | 298,983 | 303,015 | |||
Other non-current assets | 851 | 851 | 851 | |||
Total assets acquired | 720,250 | 720,250 | 723,737 | |||
Liabilities assumed | ||||||
Accounts payable | 76,589 | 76,589 | 78,090 | |||
Accrued license fees and revenue share | 5,929 | 5,929 | 5,929 | |||
Accrued compensation | 52,929 | 52,929 | 52,929 | |||
Other current liabilities | 10,534 | 10,534 | 12,273 | |||
Short-term debt | 25,789 | 25,789 | 25,789 | |||
Deferred tax liability, net | 27,380 | 27,380 | 25,213 | |||
Other non-current liabilities | 15,386 | 15,386 | 15,386 | |||
Total liabilities assumed | 214,536 | 214,536 | 215,609 | |||
Purchase price | 505,714 | 505,714 | $ 508,128 | |||
Measurement Period Adjustments | ||||||
Accounts receivable | 166 | |||||
Goodwill adjustment | (4,032) | |||||
Total assets acquired | (3,487) | |||||
Accounts payable | (1,501) | |||||
Other current liabilities | (1,739) | |||||
Deferred tax liability, net | 2,167 | |||||
Total liabilities assumed | (1,073) | |||||
Total purchase price | (2,414) | |||||
Foreign currency exchange rate | 1.22 | |||||
Fyber | Publisher relationships | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 106,305 | 106,305 | $ 106,400 | |||
Measurement Period Adjustments | ||||||
Amortizable intangible assets | (95) | |||||
Fyber | Developed technology | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 86,900 | 86,900 | 86,900 | |||
Fyber | Trade names | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 32,574 | 32,574 | 32,100 | |||
Measurement Period Adjustments | ||||||
Amortizable intangible assets | 474 | |||||
Fyber | Customer relationships | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 31,400 | 31,400 | 31,400 | |||
Favorable lease | 1,483 | 1,483 | $ 1,483 | |||
AdColony | ||||||
Assets acquired | ||||||
Cash | 24,793 | 24,793 | $ 24,793 | |||
Accounts receivable | 57,285 | 57,285 | 57,285 | |||
Other current assets | 1,845 | 1,845 | 1,845 | |||
Property and equipment | 1,566 | 1,566 | 1,566 | |||
Right-of-use asset | 2,460 | 2,460 | 2,460 | |||
Goodwill | 199,050 | 199,050 | 202,552 | |||
Other non-current assets | 131 | 131 | 131 | |||
Total assets acquired | 480,430 | 480,430 | 484,632 | |||
Liabilities assumed | ||||||
Accounts payable | 21,140 | 21,140 | 21,140 | |||
Accrued license fees and revenue share | 28,920 | 28,920 | 28,920 | |||
Accrued compensation | 8,453 | 8,453 | 8,453 | |||
Other current liabilities | 1,867 | 1,867 | 1,867 | |||
Deferred tax liability, net | 8,143 | 8,143 | 10,520 | |||
Other non-current liabilities | 1,770 | 1,770 | 1,770 | |||
Total liabilities assumed | 70,293 | 70,293 | 72,670 | |||
Purchase price | 410,137 | 410,137 | 411,962 | |||
Measurement Period Adjustments | ||||||
Goodwill adjustment | (3,502) | |||||
Total assets acquired | (4,202) | |||||
Deferred tax liability, net | (2,377) | |||||
Total liabilities assumed | (2,377) | |||||
Total purchase price | (1,825) | |||||
AdColony | Publisher relationships | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 4,400 | 4,400 | 4,400 | |||
AdColony | Developed technology | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 51,100 | 51,100 | 51,100 | |||
AdColony | Trade names | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 36,000 | 36,000 | 36,100 | |||
Measurement Period Adjustments | ||||||
Amortizable intangible assets | (100) | |||||
AdColony | Customer relationships | ||||||
Assets acquired | ||||||
Amortizable intangible assets | $ 101,800 | 101,800 | $ 102,400 | |||
Measurement Period Adjustments | ||||||
Amortizable intangible assets | $ (600) |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net revenue | $ 769,993 | $ 544,496 |
Net income attributable to controlling interest | $ 16,504 | $ 47,096 |
Basic net income attributable to controlling interest per common share (in dollars per share) | $ 0.17 | $ 0.51 |
Diluted net income attributable to controlling interest per common share (in dollars per share) | $ 0.16 | $ 0.47 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - segment | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 3 | 1 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | $ 747,596 | $ 313,579 | $ 138,715 |
License fees and revenue share | 370,648 | 178,649 | 83,588 |
Segment profit | 376,948 | 134,930 | 55,127 |
Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | (17,376) | 0 | 0 |
License fees and revenue share | (17,376) | 0 | 0 |
Segment profit | 0 | 0 | 0 |
ODM | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 502,636 | 313,579 | 138,715 |
ODM | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 502,636 | 313,579 | 138,715 |
License fees and revenue share | 304,673 | 178,649 | 83,588 |
Segment profit | 197,963 | 134,930 | 55,127 |
ODM | Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 0 | ||
IAM-A | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 169,725 | 0 | 0 |
IAM-A | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 169,725 | 0 | 0 |
License fees and revenue share | 83,351 | 0 | 0 |
Segment profit | 86,374 | 0 | 0 |
IAM-A | Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 0 | ||
IAM-F | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 92,611 | 0 | 0 |
IAM-F | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 92,611 | 0 | 0 |
License fees and revenue share | 0 | 0 | 0 |
Segment profit | 92,611 | $ 0 | $ 0 |
IAM-F | Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | $ 0 |
Segment Information - Schedul_2
Segment Information - Schedule of Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | $ 31,086 | $ 13,050 |
United States and Canada | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 25,946 | 12,995 |
Europe, Middle East, and Africa | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 5,086 | 40 |
Asia Pacific and China | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 54 | 15 |
Mexico, Central America, and South America | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | $ 0 | $ 0 |
Segment Information - Schedul_3
Segment Information - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | $ 747,596 | $ 313,579 | $ 138,715 |
Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | (17,376) | 0 | 0 |
ODM | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 502,636 | 313,579 | 138,715 |
ODM | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 502,636 | 313,579 | 138,715 |
ODM | Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 0 | ||
IAM-A | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 169,725 | 0 | 0 |
IAM-A | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 169,725 | 0 | 0 |
IAM-A | Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 0 | ||
IAM-F | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 92,611 | 0 | 0 |
IAM-F | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 92,611 | 0 | 0 |
IAM-F | Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 0 | ||
United States and Canada | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 417,232 | 193,804 | 90,245 |
United States and Canada | ODM | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 285,062 | 193,804 | 90,245 |
United States and Canada | IAM-A | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 79,303 | 0 | 0 |
United States and Canada | IAM-F | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 52,867 | 0 | 0 |
Europe, Middle East, and Africa | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 231,453 | 79,752 | 34,970 |
Europe, Middle East, and Africa | ODM | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 132,040 | 79,752 | 34,970 |
Europe, Middle East, and Africa | IAM-A | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 75,526 | 0 | 0 |
Europe, Middle East, and Africa | IAM-F | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 23,887 | 0 | 0 |
Asia Pacific and China | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 100,127 | 34,774 | 11,865 |
Asia Pacific and China | ODM | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 72,245 | 34,774 | 11,865 |
Asia Pacific and China | IAM-A | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 12,236 | 0 | 0 |
Asia Pacific and China | IAM-F | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 15,646 | 0 | 0 |
Mexico, Central America, and South America | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 16,160 | 5,249 | 1,635 |
Mexico, Central America, and South America | ODM | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 13,289 | 5,249 | 1,635 |
Mexico, Central America, and South America | IAM-A | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | 2,660 | 0 | 0 |
Mexico, Central America, and South America | IAM-F | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenue | $ 211 | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning | $ 80,176 |
Foreign currency translation and other | (18,417) |
Goodwill, ending | 559,792 |
ODM | |
Goodwill [Roll Forward] | |
Goodwill, beginning | 80,176 |
Foreign currency translation and other | 0 |
Goodwill, ending | 80,176 |
IAM-A | |
Goodwill [Roll Forward] | |
Goodwill, beginning | 0 |
Foreign currency translation and other | (15,204) |
Goodwill, ending | 183,846 |
IAM-F | |
Goodwill [Roll Forward] | |
Goodwill, beginning | 0 |
Foreign currency translation and other | (3,213) |
Goodwill, ending | 295,770 |
AdColony | |
Goodwill [Roll Forward] | |
Purchases | 199,050 |
AdColony | ODM | |
Goodwill [Roll Forward] | |
Purchases | 0 |
AdColony | IAM-A | |
Goodwill [Roll Forward] | |
Purchases | 199,050 |
AdColony | IAM-F | |
Goodwill [Roll Forward] | |
Purchases | 0 |
Fyber | |
Goodwill [Roll Forward] | |
Purchases | 298,983 |
Fyber | ODM | |
Goodwill [Roll Forward] | |
Purchases | 0 |
Fyber | IAM-A | |
Goodwill [Roll Forward] | |
Purchases | 0 |
Fyber | IAM-F | |
Goodwill [Roll Forward] | |
Purchases | $ 298,983 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Cost | $ 491,360 | $ 68,926 | |
Accumulated Amortization | (50,771) | (15,626) | |
Net | $ 440,589 | 53,300 | |
Customer relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Remaining Useful Life | 16 years 9 months 21 days | 12 years 3 days | |
Cost | $ 171,060 | 46,400 | |
Accumulated Amortization | (19,636) | (4,171) | |
Net | $ 151,424 | 42,229 | |
Developed technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Remaining Useful Life | 9 years 1 month 13 days | 6 years 3 months 3 days | |
Cost | $ 144,581 | 20,526 | |
Accumulated Amortization | (18,103) | (11,141) | |
Net | $ 126,478 | 9,385 | |
Trade names | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Remaining Useful Life | 9 years 11 months 1 day | 3 years 3 months 29 days | |
Cost | $ 69,205 | 2,000 | |
Accumulated Amortization | (8,523) | (314) | |
Net | $ 60,682 | $ 1,686 | |
Publisher relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Remaining Useful Life | 18 years 9 months 7 days | ||
Cost | $ 106,514 | ||
Accumulated Amortization | (4,509) | ||
Net | $ 102,005 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 48,420 | $ 2,782 | $ 218 | |
Trade names | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Useful lives | 9 years 11 months 1 day | 3 years 3 months 29 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal year 2023 | $ 64,259 |
Fiscal year 2024 | 64,259 |
Fiscal year 2025 | 54,601 |
Fiscal year 2026 | 34,180 |
Fiscal year 2027 | 34,180 |
Thereafter | 189,110 |
Total | $ 440,589 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Receivables [Abstract] | |||
Billed | $ 189,208 | $ 28,636 | |
Unbilled | 82,324 | 38,837 | |
Allowance for credit losses | (8,393) | (5,488) | |
Accounts receivable, net | 263,139 | 61,985 | |
Bad debt expense | $ 1,583 | $ 1,032 | $ 1,739 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 49,389 | $ 23,632 |
Accumulated depreciation | (18,303) | (10,582) |
Property and equipment, net | 31,086 | 13,050 |
Computer-related equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,855 | 2,263 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 41,011 | 18,473 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,836 | 714 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,687 | $ 2,182 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 9,032 | $ 4,338 | $ 2,124 |
Internal use assets | General and administrative | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | 4,617 | 1,980 | 670 |
Developed software | Other direct costs of revenue | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 4,415 | $ 2,358 | $ 1,454 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022USD ($)renewalOption | Mar. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of renewal options, minimum | renewalOption | 1 | |
Operating lease liability, current, statement of financial position location | Other current liabilities | |
Operating lease liability, noncurrent, statement of financial position location | Other non-current liabilities | |
Right-of-use assets | $ | $ 15,439 | $ 3,495 |
Weighted-average remaining lease term | 4 years 6 months 25 days | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Weighted average discount rate | 2.00% | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Weighted average discount rate | 6.75% |
Leases - Summary of future mini
Leases - Summary of future minimum lease payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Fiscal year 2023 | $ 4,537 |
Fiscal year 2024 | 4,059 |
Fiscal year 2025 | 2,974 |
Fiscal year 2026 | 2,519 |
Fiscal year 2027 | 1,319 |
Thereafter | 1,519 |
Total undiscounted cash flows | 16,927 |
(Less imputed interest) | (1,393) |
Present value of lease liabilities | $ 15,534 |
Debt - Summary of Borrowings (D
Debt - Summary of Borrowings (Details) - Revolving credit facility - Line of credit - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Credit Agreement, BoA | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 524,134 | $ 15,000 |
Interest Rate | 2.41% | |
Unused Line Fee | 0.20% | |
Credit Agreement, Fyber - Bank Leumi | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 12,500 | |
Interest Rate | 6.10% | |
Unused Line Fee | 0.60% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Debt issuance costs | $ (3,349) | $ (443) |
Total debt, net | 533,285 | 14,557 |
Less: Current portion of debt | (12,500) | (14,557) |
Non-current debt | 520,785 | 0 |
Line of credit | Revolving credit facility | Credit Agreement, BoA | ||
Debt Instrument [Line Items] | ||
Debt, gross | 524,134 | 15,000 |
Line of credit | Revolving credit facility | Credit Agreement, Fyber | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 12,500 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | May 25, 2021USD ($) | Apr. 29, 2021USD ($) | Mar. 31, 2022USD ($)facility | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 29, 2021USD ($) | Feb. 03, 2021USD ($) |
Debt Instrument [Line Items] | |||||||
Payment of debt issuance costs | $ 4,064,000 | $ 469,000 | $ 313,000 | ||||
Debt issuance costs, net | 3,349,000 | 443,000 | |||||
Short-term debt | 12,500,000 | 14,557,000 | |||||
Line of credit | Credit Agreement, BoA | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 525,000,000 | $ 100,000,000 | |||||
Maximum borrowing capacity, including accordion feature | $ 400,000,000 | $ 200,000,000 | |||||
Maximum borrowing capacity, accordion feature | 75,000,000 | $ 125,000,000 | |||||
Debt, gross | $ 524,134,000 | 15,000,000 | |||||
Unused Line Fee | 0.20% | ||||||
Interest Rate | 2.41% | ||||||
Collateral, threshold amount to grant security interest | $ 5,000,000 | ||||||
Remaining borrowing capacity | $ 866,000 | ||||||
Line of credit | Credit Agreement, BoA | LIBOR | Revolving credit facility | Election two | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement, basis spread on variable rate | 1.00% | ||||||
Line of credit | Credit Agreement, BoA | Federal funds rate | Revolving credit facility | Election two | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement, basis spread on variable rate | 0.50% | ||||||
Line of credit | Credit Agreement, BoA | Minimum | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Unused Line Fee | 0.15% | ||||||
Line of credit | Credit Agreement, BoA | Minimum | LIBOR | Revolving credit facility | Election one | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement, basis spread on variable rate | 1.50% | ||||||
Line of credit | Credit Agreement, BoA | Minimum | Base Rate | Revolving credit facility | Election two | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement, basis spread on variable rate | 0.50% | ||||||
Line of credit | Credit Agreement, BoA | Maximum | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Unused Line Fee | 0.35% | ||||||
Line of credit | Credit Agreement, BoA | Maximum | LIBOR | Revolving credit facility | Election one | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement, basis spread on variable rate | 2.25% | ||||||
Line of credit | Credit Agreement, BoA | Maximum | Base Rate | Revolving credit facility | Election two | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement, basis spread on variable rate | 1.25% | ||||||
Line of credit | Credit Agreement, Fyber | Fyber | |||||||
Debt Instrument [Line Items] | |||||||
Debt assumed | $ 25,789,000 | ||||||
Number of lines of credit facilities | facility | 3 | ||||||
Number of lines of credit facilities settled | facility | 2 | ||||||
Repayment of line of credit | $ 13,289,000 | ||||||
Line of credit | Credit Agreement, Fyber | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt, gross | $ 12,500,000 | $ 0 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Interest income / (expense), net | $ (7,571) | $ (1,003) | $ 35 |
Amortization of debt issuance costs | (715) | 0 | 6 |
Unused line of credit fees and other | (209) | 0 | 0 |
Interest income / (expense), net | $ (8,495) | $ (1,003) | $ 41 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Sep. 15, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock base compensation expense, options | $ 19,423 | |||
Unrecognized stock base compensation expense, RSU and RSA | 7,015 | |||
Stock compensation expense | $ 19,304 | $ 5,877 | $ 3,353 | |
2020 Equity Incentive Plan of Digital Turbine, Inc. | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Reserved for future issuance (in shares) | 12,000,000 | |||
Term of plan | 10 years | |||
Available for issuance (in shares) | 11,422,493 | |||
Stock option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock base compensation expense, period of recognition | 2 years 25 days | |||
RSU/RSA | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock base compensation expense, period of recognition | 1 year 9 months 10 days | |||
RSU/RSA | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 months | |||
RSU/RSA | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 2 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of Shares | ||
Options outstanding, beginning (in shares) | 8,146,445 | |
Granted (in shares) | 691,957 | |
Exercised (in shares) | (1,312,460) | |
Forfeited / Cancelled (in shares) | (402,642) | |
Options outstanding, ending (in shares) | 7,123,300 | 8,146,445 |
Exercisable (in shares) | 5,714,938 | |
Weighted-Average Exercise Price (per share) | ||
Options outstanding, beginning (in dollars per share) | $ 4.01 | |
Granted (in dollars per share) | 70.67 | |
Exercised (in dollars per share) | 3.28 | |
Forfeited/Cancelled (in dollars per share) | 26.55 | |
Options outstanding, ending (in dollars per share) | 9.33 | $ 4.01 |
Exercisable (in dollars per share) | $ 4.93 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Outstanding | 6 years 1 month 9 days | 6 years 10 months 9 days |
Exercisable | 5 years 6 months 21 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 262,419 | $ 622,249 |
Exercisable | $ 227,050 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - RSU/RSA | 12 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 333,544,000 |
Granted (in shares) | shares | 388,405,000 |
Vested (in shares) | shares | (319,356,000) |
Forfeited (in shares) | shares | (29,292,000) |
Unvested, ending balance (in shares) | shares | 373,301,000 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 4.55 |
Granted (in dollars per share) | $ / shares | 39.71 |
Vested (in dollars per share) | $ / shares | 4.94 |
Forfeited (in dollars per share) | $ / shares | 49.68 |
Unvested ending balance (in dollars per share) | $ / shares | $ 35.82 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Market-based Assumptions (Detail) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected life of the options | 4 years 9 months 25 days | 4 years 11 months 4 days | 5 years 7 days |
Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected life of the options | 5 years 3 months 7 days | 5 years 2 months 23 days | 9 years 9 months 29 days |
Risk-free interest rate | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock options, measurement input | 0.63% | 0.21% | 0.64% |
Risk-free interest rate | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock options, measurement input | 1.77% | 0.66% | 2.25% |
Expected volatility | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock options, measurement input | 72.00% | 64.00% | 64.00% |
Expected volatility | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock options, measurement input | 72.00% | 72.00% | 66.00% |
Expected dividend yield | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock options, measurement input | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Intr
Stock-Based Compensation - Intrinsic Value of Options Exercised and Fair Value of Options Vested (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |||
Total fair value of options vested | $ 11,495 | $ 4,816 | $ 2,577 |
Total intrinsic value of options exercised | $ 68,163 | $ 97,603 | $ 10,890 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net income from continuing operations, net of taxes | $ 35,569 | $ 54,884 | $ 14,280 |
Less: net income attributable to non-controlling interest | 23 | 0 | 0 |
Net income attributable to Digital Turbine, Inc. | $ 35,546 | $ 54,884 | $ 14,280 |
Weighted-average common shares outstanding, basic | 95,198 | 88,514 | 84,594 |
Basic net income per common share (in dollars per share) | $ 0.37 | $ 0.61 | $ 0.17 |
Weighted-average common shares outstanding, diluted | 102,640 | 96,151 | 89,558 |
Diluted net income per common share (in dollars per share) | $ 0.35 | $ 0.57 | $ 0.16 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current U.S. federal | $ 236 | $ 0 | $ 0 |
Current state and local | 703 | 204 | 182 |
Current non-U.S. | 7,439 | 38 | (55) |
Total current | 8,378 | 242 | 127 |
Deferred U.S. federal | 1,485 | (13,185) | (7,928) |
Deferred state and local | (1,350) | (204) | (2,624) |
Deferred non-U.S. | (110) | 120 | 50 |
Total deferred | 25 | (13,269) | (10,502) |
Total income tax provision / (benefit) | $ 8,403 | $ (13,027) | $ (10,375) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 28, 2020 | Mar. 31, 2019 | |
Income Taxes [Line Items] | |||||
Income (loss) before tax, domestic operations | $ 6,504 | $ 44,800 | $ 3,800 | ||
Income (loss) before tax, foreign operations | 38,171 | (2,800) | (300) | ||
Benefit from change in valuation allowance | 1,503 | 11,223 | 12,262 | ||
Increase in valuation allowance | 16,130 | ||||
Valuation allowance | 19,914 | 5,287 | 15,977 | ||
Deferred tax liability, net | $ 10,552 | ||||
Business combination, valuation allowance released to income tax expense | 10,552 | ||||
Unrecognized deferred tax liability, undistributed earnings from foreign subsidiaries | 24,600 | ||||
Unrecognized tax benefits, affect annual effective tax rate | 1,424 | 1,372 | 787 | $ 788 | |
Expense for interest and penalties | $ 59 | $ 23 | $ 33 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense Between Statutory U S Income Tax Rate With Actual Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes [Line Items] | |||
Statutory federal income taxes | $ 9,256 | $ 8,819 | $ 741 |
State income taxes, net of federal benefit | 938 | (1,284) | 144 |
Non-deductible expenses | 2,891 | 926 | 272 |
Change in warrant liability | 0 | 0 | 2,012 |
Excess deductions for stock compensation | (9,946) | (16,523) | (1,384) |
Change in uncertain tax liability | 52 | 591 | 32 |
Change in valuation allowance | (1,503) | (11,223) | (12,262) |
Foreign rate differential | (1,554) | 0 | 0 |
Return-to-provision adjustments | (454) | 2,243 | 0 |
Other miscellaneous | 95 | 186 | 70 |
Total income tax provision / (benefit) | 8,403 | (13,027) | (10,375) |
Mobile Posse | |||
Income Taxes [Line Items] | |||
Change in earn-out | 0 | 3,238 | 0 |
Fyber | |||
Income Taxes [Line Items] | |||
Change in earn-out | 10,500 | 0 | 0 |
AdColony | |||
Income Taxes [Line Items] | |||
Change in earn-out | $ (1,872) | $ 0 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred income tax assets | |||
Net operating loss carry-forward | $ 76,219 | $ 25,630 | $ 21,913 |
Stock-based compensation | 3,765 | 1,675 | 3,775 |
Accrued compensation | 3,724 | 1,968 | 1,069 |
Other | 1,700 | 1,919 | 1,215 |
Gross deferred income tax assets | 85,408 | 31,192 | 27,972 |
Valuation allowance | (19,914) | (5,287) | (15,977) |
Net deferred income tax assets | 65,494 | 25,905 | 11,995 |
Deferred income tax liabilities | |||
Depreciation and amortization | (5,795) | (2,627) | (1,648) |
Intangibles and goodwill | (79,675) | (10,315) | (10,356) |
Net deferred income tax liabilities | $ (19,976) | $ (9) | |
Net deferred income tax assets | $ 12,963 |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Loss Carryforwards (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 425,020 |
2023 Through 2032 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 5,601 |
2033 Through 2042 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 239,795 |
Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 179,624 |
U.S. federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 180,926 |
U.S. federal | 2023 Through 2032 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
U.S. federal | 2033 Through 2042 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 109,905 |
U.S. federal | Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 71,021 |
State taxing jurisdictions | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 135,983 |
State taxing jurisdictions | 2023 Through 2032 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 5,601 |
State taxing jurisdictions | 2033 Through 2042 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 129,890 |
State taxing jurisdictions | Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 492 |
Non-U.S. tax authority | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 108,111 |
Non-U.S. tax authority | 2023 Through 2032 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
Non-U.S. tax authority | 2033 Through 2042 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 0 |
Non-U.S. tax authority | Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 108,111 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at April 1 | $ 1,372 | $ 787 | $ 788 |
Additions for tax positions of prior years | 52 | 585 | 0 |
Reductions for tax positions of prior years | 0 | 0 | (1) |
Balance at March 31 | $ 1,424 | $ 1,372 | $ 787 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands, shares in Millions | 2 Months Ended | 12 Months Ended | |
May 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | |||
Acquisition purchase price liabilities | $ 50,000 | $ 0 | |
Hosting agreement | |||
Business Acquisition [Line Items] | |||
Purchase commitment, amount | $ 212,572 | ||
Minimum | Hosting agreement | |||
Business Acquisition [Line Items] | |||
Purchase commitment, period | 1 year | ||
Maximum | Hosting agreement | |||
Business Acquisition [Line Items] | |||
Purchase commitment, period | 5 years | ||
Fyber | Subsequent event | |||
Business Acquisition [Line Items] | |||
Settlement of contingent consideration liability (in shares) | 1.2 |